Dan 10: Equestria hero
by Feedbackblast18
Summary: When Dan wanted to get back into adventure after summer was over, his wish was granted when he got transported to a land of magic talking ponies. Now, teaming up with the princess of friendship, her friends and all new allies to take on an evil storm satyr and a broken horn vengeful unicorn, Dan will learn the the magic of friendship is just as powerful as the Omnitrix.
1. Chapter 1

Dan 10 x MLP the movie: Equestria Hero

The first ever Ben 10/MLP movie crossover

Written and made by Feedbackblast18

* * *

Chapter 1: Friendship Festival meetings and summoning scrolls

High above the skies, 3 colorful Pegasus flying above the clouds. The winged ponies then made a flip and shoots down below the cloud lines, while being join by 2 other Pegasus. They stopped and glide above the ground as some earth ponies all headed for the same direction as the Pegasus were heading to:Canterlot.

They zoom through the majestic city as ponies walk and talk with each other as they set-up booths, food stands and games for a festival. At a table,as some ponies place food on it, a baby sized, no-winged, purple and green spine and eye, dragon appears and bounces on the green Jell-0, landing on the ground and runs with his arms full of scrolls.

"Excuse me, dragon on the move, important princess documents, coming through!" Spike calls out as he passes by 2 ponies that are talking with each other."Wow, every pony from Manehatten to Saddle Arabia is here!" "I know, Filly! We almost couldn't book a stable!"

As Spike heads to the castle, 2 Pegasus are flying above him, also talking to each other about the festival, more specifically, the pony in charge. "Princess Twilight must have hooves full with this giant festival!" "Are you kidding? She's smart and organized and cool under pressure, there's nothing she can't handle!"

As the 2 friends fly by, we focus our interest to one of the 4 glass windows that shows the princesses of Equestria, Twilight's window. As the camera pass through the window, A purple furred, horned and winged,with a crown wearing on her blue mane with purple streaks, pony is mediating with her wings spread out, horn glowing in a purple aura, and humming sounds coming from her.

At first, it looks she is calm, meaning that the pony before was right. But… "MY GOODNESS, I CAN'T HANDLE THIS!"

Princess Twilight Sparkle yells as she exits her stance while opening her pink eyes in panic and start to pace around the hall, trying to calm herself, Keyword: TRYING. She talks to herself about the meeting.

"Nothing is working! I just have to get it together. Just go in there and ask. This is your Friendship Festival. Everypony's happiness rest in your hooves." She said to herself, hoping to feel better, but instead… THWACK She face-hoofs and groans in despair. Just then, Spike shows up through the big doors on Twilight's left and called out to her.

"OK, Twilight, got all your charts and graphs." He said as he walks towards the princess as the big door closes behind him.

"Thank goodness you're here, Spike! I'm just so nervous about this meeting." "Whatchu Talkin bout?" Spike asked Twilight. She sighs and turns around while explaining to Spike. "I am about ask the 3 most royal princesses in Equestria for a huge favor! What if they rejected me?" She explains to Spike. He then told her to reassure her. "It will be fine. Just remember the most important thing."

"Smile?!" She answers while turning to Spike with a creepy forced grin, tiny pupils and right eyelid twitching. "Uhhh… no, you're a princess too!" "Right." Twilight takes a deep breath and open the throne doors with her magic, allowing her and Spike to walk in to approach Princess Celestia, Luna and Cadance.

She closes the doors behind them as she addresses to her fellow Alicorns. "Good morning Princesses, Thank you all for seeing me. I have an idea that I think will make our Friendship Festival the most wonderful celebration Equestria has ever seen!" "Yes Twilight, we are very excited!" Celestia told her former star student.

Cadance approaches to her Niece-in-Law to add in the conversation. "Ponies have been arriving from all over all morning." Luna also joined as well. "I'd like to think it's to see us, but Songbird Serenade might be the bigger attraction." Twilight decide to ask the royal ponies for the "favor" now "Yes, she is the... "mane" event! And to make it extra special, I could use your help. Spike?"

She calls for her assistant. Spike then wheel in a whiteboard with some calculations and a stage on it. Twilight walks in front of the board and explains to the Princesses about the board as she writes down more calculations and a drawing of Celestia and Luna with her magic.

"Songbird Serenade's performance is not scheduled to start until after you begin the sunset. And based on my precise calculation, to get the very best lighting for the stage, Princess Celestia, I was hoping you could make sure the sun stays about 28.1º to the south, and, Princess Luna, if you could raise the moon 62º to the north at the same time, it would reflect the sunlight on the other side and really frame the entire stage perfectly!"

The other Princesses just stared at Twilight, trying to understand at what she is saying. Luna tried to says something, but was interrupted.

"But wait! There's more! Cadance, if you could use your crystal magic to create an aurora above the stage, the sun and the moon will shine through it and create a truly amazing light show!" Twilight finishes explaining as Spike appears on top of the board with a Songbird Serenade cutout in his claw.

"Presenting Songbird Serenade!" He announces and starts dancing until he falls off and lands on the board on his belly "Ta-da..." He weakly says as Twilight spreads her wing in a presenting fashion.

The other princess just looks and blinks at what they have been told. "So, you're saying you want us to move the sun and the moon for the party. " Luna summarize as Celestia and Cadance looks at each other. "Well, I'd do it myself, except I don't have your magic." Twilight explains to them. Celestia approaches her and tells her some word of wisdom as she places her hoof under Twilight's chin.

"Twilight, each of us uses our powers to serve Equestria in our own way. You are the Princess of Friendship. You already have all the magic you need." She says as the 3 Princesses as the lit up their horns with their magic to demonstrate their point. Twilight looks down in dismal at what she had heard. "So, that will be a no?" Twilight asks as she knows the answer as Spike smiles sheepish at them. Just then… DONG

A Clock chime was herd as everything froze in place, nobody and nothing was moving at all. Time stood completely still. A blue vortex portal opens just to the right of the princesses. Out of the vortex steps out an adult human wearing a steampunk generals' outfit with green goggles around his neck, black hair that is graying on the sides, eyes with the sure sign of Knowledge and Wisdom in them. Carrying a cane with an eye piece on top of it and a blue metal gauntlet with a clock on the back replacing his right hand.

Accompanying the man is a small grey frog like creature with Green, bulbous eyes with tendril like growths on the sides of his head and on his chin like a bread and has wrinkles and age spots on his head, wearing a cross between a battle toga and metal suit that is colored green and black. They both approaches the frozen group before talking to each other.

"Ahh, here we are, Azmuth, The Equestira Dimension and just in time for the princess meeting to end, plenty of time to drop off our "Little Present", Wouldn't you say?" The human said to the small creature as he pulls out a scroll out of his pocket.

"I still say that this is a horrible idea, Paradox. It's bad enough you must drag me along to this dimension. But now, you planned to drag my creation and the child into this world, which in my words, will spell totally and complete chaos." Azmuth said to Paradox as he places the scroll in front of Twilight, more specifically, in her eyesight.

"Well, I Still say young Daniel will instead save this world from The Storm King and Tempest Shadow." Azmuth waves his arms back forth in the air as he tells Paradox off. "And THAT is my concern, Time Walker! When the Storm King and Tempest finds out about the power of the Omnitrix, they will stop at nothing to get it for themselves, Like Vilgax or that Charmcaster girl Nate has fought before." Azmuth tells Paradox with his arms behind his back and walks towards the portal, with Paradox following behind.

"Well then, I guess this is an experiment to see who is right then, is it? And no need to worry about the Storm king, he will never know about the Omnitrix until it is too late. Tempest, on the other "hoof" will be the enemy young Tennyson should be concern about." Paradox says to Azmuth, just as they are right in front of the portal. Sighing in expense, Azmuth answers Paradox.

"Very well then, Time walker, let us proceed with this "experiment" then. It's not like i have anything better to do then messing with alternate dimensions." "Good! Now, let's get back to Galvin Prime, shall we? You have a call to make out to Tetrax to get young master Tennyson here." Paradox says with a smile as Azmuth looks back with a frown and heads back through the portal, mumbling under his breath. Paradox took one last look to the frozen Princesses, More specifically, Twilight Sparkle.

"Good luck on your Journey, young princess, and remember, always trust you friends and Nathan, no matter how bleak things will be." Paradox said as he turns and walks through the portal as it close behind.

DONG Another clock chime echoes as time resumes and everything and one started to move again. Back with the Princesses, Twilight looks down at the ground and saw something of interest: A scroll with the mark of the Omnitrix on the ribbon.

"Huh, what's this? Spike, did you pick this up as well?" Twilight said as she picks up the scroll with her magic, gaining the other princesses and Spike's focus. "NO WAY! I always get what you ask for, Twilight! And this is not one of them!" The baby dragon points out.

"Then, what is it, Twilight?" Celestia ask her as she eyes the floating scroll in front of her. Twilight brings the paper close to her and unfolds it. She starts to read it to herself and says to herself. "Huh, this is interesting."

"What's the matter Twilight?" Cadance said, wonding what's got her sis-in-law interested. "Everypony, this scroll contains a summoning spell, but it is different then a normal one!" "A summoning spell? Those are rare, Twilight! But what, prey tell, makes this one different then the others?" Luna questions her.

"You will never believe this, but according to this, if performed right, it will allow us to summon someone not from Equestria, but from another world! Maybe even from a different one from Sunset's world!" Twilight answers out loud, causing the princesses to be shocked and amazed.

"Another world different from Sunset Shimmer's world?" "What are you talking about, Twilight?" Celestia and Cadance asked Twilight respectably. Confused at what she said. Twilight explains to the others. "Well, the scroll doesn't give out much, but according to it, this person has a special device that is strong enough to save the entire Universe from destruction!"

The princesses and Spike's jaws dropped in amazement at what they had heard. Could there be a single person in existence that had done that by himself and with something even more powerful then their magic? "WOAH! This guy sounds just like a superhero, Twilight, AWESOME!" Spikes yells out in fanboy mode at what he had heard, his love of comic book heroes showing.

"I can't believe somebody actually protects the entire universe!" Luna said in amazement at what she had heard. "And this scroll can summon this figure to our world, Twilight?" Cadance questions at what she had heard.

"That's right, Cadance, but according to this scroll, to summon him, we need to channel magic into this scroll and it needs to be all 4 of our Alicorn magic! Because it requires a lot of power for it to work. So, what do you say Celestia, should we do it or not?" Twilight said, looking at her former teacher for an answer as well as everybody else in the room looks at the princess of the sun for an answer as she closes her eyes in thought.

After a few seconds of silence, Celestia opens her eyes with a smile. "Well then, let's get started, shall we? I would like to meet this unique person after hearing what he has done." The other princesses smile at her response and looks at the scroll as all 4 prepared their horns.

Twilight fires a beam of magic at the paper, followed by Cadance, then Luna and Celestia. As all 4 beams hits the scroll, it started to glow a blinding green light, causing the princesses to stop and look in awe at the magic paper as it keeps glowing.

Just then, it fires out a huge pillar of green energy and light upward and tears open a swirling blue portal in the ceiling of the room. The beam blasts into the portal as it closes behind it. After that, the paper stops glowing and fell to the floor. After a few minutes of waiting for someone to appear and looking around them, they were all confused.

"I don't get it, why didn't he appeared?" "I agree, I thought the portal would have summon him, but it didn't for some reason." Cadance and Luna said as they were both baffled at what happened.

"I guess the spell is a dud, sorry for wasting your time, every pony." Twilight said gloomy with her head down. "It's okay, Twilight, it's not your fault. Tell you what, how about after the festival, we can both research the scroll together like old times, how about that?" Celestia ask Twilight to lift her spirits, to which she raised her head up and smiles at her and nods. Twilight and Spike then decide to leave to check up on the festival, while the princesses left for some other business elsewhere.

But, as everybody left the throne room and leaves the scroll behind, it starts to spark green lighting and opens a small portal and sucks itself along with the camera. We then started to travel along a swirling vortex made of rainbow colors as a green lightning bolt travels along with us, zigging and zagging along the vortex. It is the followed up by a purple stardust with a magic trail. The bolt and star started to clash with each other a few times before smashing into each other one last time, making an explosion from which the title appeared from.

DAN 10: EQUESTRIA HERO

We then zoom into the Omnitrix symbol and then fades into black.


	2. Chapter 2

CH 2: Super tank rampage

We open the scene to a night sky then pans down to a sign that says, "Welcome to Bellwood." All was peaceful and quiet until a huge vehicle that looks like a tank, but with 6 big tires instead of the usual treads, zooms past the sign, followed by 2 police cars that are chasing after it. The tanks start to run cars over and causing chaos in the streets as people panic and try to get out of it's way.

It then made a right turn then a left and starts to go faster as the police are hot on its tail. "In pursuit of runaway vehicle, proceeding west near Clyde. Ave" one of the policeman said in his radio as his partner pulls out his handgun and fires a burst of bullets towards the tank. They all hit it, but did not even dent it.

Just then, the turret part rotates until it is aiming at the car. The 2 policeman gasps in surprise at the weapon pointing at them. The turret fires out 3 red laser beams and sliced the car vertically into 4 like a knife through butter. The smaller 2 parts of the car falls onto the street while the other 2 that contained the policemen slides onto the sidewalks. They both got out of the parts, distorted but okay, just to see the other cop car speeds past them.

The tanks rotate it's turret to it's front as a hatch on it's back bottom part opens up, revealing a missile launcher. It fires one of it rockets towards the car, causing it to swerve and dodge the projectile. However, it explodes right behind it, causing the car to flip forward on it's top side and slides to a stop. Suddenly, an old RV zooms past the wrecked car, chasing after the same tank.

* * *

Inside of the RV, we see a young brown haired, green eye boy wearing a black and green beanie cap, black t-shirt with green lines, matching pants and shoes, a sliver emerald necklace and a strange white and green watch with a green hourglass symbol instead of numbers, near the front as he look at the tank in front of him. We zoom the camera towards the watch as strange alien music plays in the background.

We then zoom out and see the hero of our crossover, Dan Tennyson along with his grandpa Max and his big sister, Kate Tennyson, all looking at the tank they are chasing. "Whoa, that's some super tank, Grandpa." "It's not a super tank, knucklehead. It's a fully automated urban assault vehicle." Kate said as she corrects her brother at his commit.

"Well, you're a fully annoying assault on my eyes and ears." Dan snarked as he smirks as he and his sister get into one of their arguments again. "You're a fully disgusting assault on my nose, shower much?" Kate questioned at her brother's hygiene. Dan answers as he lifts his right armpit at her sister. "Only to wash off your cooties." "Knock it off, you 2!" Max said to his grandchildren to get them to focus on the danger.

* * *

Just then, the Tank's wheels started to extend and became as long and agile as spider legs and lifts the main body up high as Dan looks in awe at what it's doing. The tank then crouches and leaps into the air, riding on the side of a building then down onto the street and fires 4 more missiles from it's back. The rockets hit some buildings, causing some explosions to rattle them, luckily, no one got hurt.

The Rust bucket was pulling ahead of the tank by the next street over. Then Max made a sharp right turn to intercept it. Just as the RV got close to the tank, Max made it spin and smashes into the legs, knocking off it's "feet" and into a building, where it fell to the ground.

The Tennysons were smirking at the move they pulled until the tank got back up and aimed it's charged up turret at them. Thinking quickly, Max puts the Rust bucket in reverse and floors it, just as the tank fires and narrowly misses them. Max spun the RV around and drives forward, but suddenly, 2 missiles fired from the tank and hits nears the behind of the RV, causing it to blow out it's left front tire. The Tennysons hang on for life as they slid to a stop under a bridge.

They tank, chasing after stops at the bridge too and fires it's lasers at it, the lasers penetrate the bridge's tunnel and started to slowly approach the RV as it's occupants looks at the deadly beams. "Whatever this thing is, it's gone completely out of control." Max says as he grabs a blaster from a compartment that popped out of the floor.

* * *

Dan opens the door as he looks out with a smirk on his face. "Which means 2 words: Hero Time!" Dan said as he heads out the door, but was stopped by Max. "Not on a school night, I promise your parents I have you both home by 8." Max told his grandson and then fires a blue energy ball from his blaster at the tank, causing it to stop it's laser. Max fires more blasts at the tank while running towards it, causing it to back up.

As the 2 kids watch their grandfather fight, Dan smirks again while holding up the Omnitrix and leaves the RV. "Well, according to my watch, it's time for dinner!" Dan exclaims as he pushes the button. The dial pops up with a beeping sound with the hourglass symbol changing to a diamond one with the icon on a four-arm humanoid on it.

Dan then twists the dial a few times to the left, skipping past a dog like icon, a muscular humanoid icon with bat ears on the head and a mummy like icon before stopping on an icon that is small, pudgy and has a curly tail sticking out it. Dan raises his right hand while smiling open mouthed before slamming down on the core.

* * *

A bright flash of green light happened as his arms started to get small with 4 claws replacing the fingers, his skin turned light green on the face and the belly while the rest became dark green, his teeth become crooked and turned into an overbite as his eyes became fully green with black circles around them, his legs turned short with 3 toes with claws on each foot, a curly, short, green tail also formed behind him, his stomach then became tubby as he shrinks to the size of a small child, 6 sprout-like growths appears on the back of his head as his tongue became 4 strong elastic tentacles, and lastly, a jumpsuit appears on him that is mostly black with a green line that around his waist at the back and stop at the opening for his stomach. He has a white collar and green feet with his toe claws exposed. he has green circle patches on the back of his hands that goes up to white rings on his elbows. He has green green and white Omnitrix symbol appears on left patch.

* * *

"Let's eat!" Upchuck yells as he hops towards the battle when a blue energy wall appeared in front of him, causing him to smash into it with a pained grunt. "Hold up, twerp!" Kate said as she walks in front of the wall as Upchuck slid down and falls on to the ground, rubbing his head as he looks at Kate with her hands on her hips.

She turns back to her brother while pointing at the battle. "What it really needs is a dismantling spell." Upchuck then argues with his sister. "No way! Upchuck can totally turn that thing into dessert!" He then starts running, but was stopped by another magic wall. "Dismantling spell!" "Upchuck!" "Dismantling spell!" "Upchuck!" "Dismantling spell!" Dan and Kate yells at each other as they argued back forth.

Suddenly, Before Upchuck can argue with his sister more, he saw out of the corner of his eye that his grandpa was knocked on to his back, what's worse is that the tank has it's laser turret aiming at him as it was charging up.

"GRANDPA!" He shot past Kate and opens his mouth, shooting out his elastic tongues and wraps around the cannon part and rips it off, saving Max from being shot at. Upchuck then swallows the entire turret whole and spits a green glowing loogie that hits the tank, making an explosion and damaging it. Upchuck then starts to repeat the process, eating parts of the tank and firing exploding vomit.

After a while, all that was left of the tank was a single tire that Upchuck spat out after eating the last of it. "Boy, that hit the spot!" He said as he pats his stomach. Just then, a beeping sound came from the symbol and then a flash of green light envelopes Upchuck. When the light died down, Dan is standing in place of Upchuck and dust his hands off with a smile at his work. "Done and done!" He says as he crosses his arms.

He looks back at Max, getting back on his own 2 feet as Kate approaches him. Running to his family, he got there just as his sister asked their grandpa about his wellness "Grandpa, are you okay!?" "A few more minutes and I wouldn't be, way to go, Dan!" "It's what I do best, Grandpa." "What, being a complete dork?" Kate smirks as she crosses her arms. Dan's hand clenched into fists as he glares at his sister for her insult.

Just then Max appeared between the 2, stopping them from arguing. "Okay, you 2, knock it off. What's important is that the danger is over now." "Yes, Grandpa." Both siblings say at the same time as their grandfather looks at the both them and smiles. "Now come, kids,. Let's head home." Max said as he places both on hands on his grandkids shoulders and walks with them to the Rustbucket, planning on going home after the event.

But as they walked, none are aware of the Omnitrix as it started to make unnoticeable beeping noises while it shifted into the diamond symbol and glowed green, only instead of an alien, it displayed an icon of a small pony with a horn and wings on it sides. Above it was a strange symbol of a 12-pointed star surrounded by 5 small 6-pointed stars. Then the icons shifted to revile another horned winged pony, but it was a bit taller than the last one and the symbol changed into a heart with 2 vines on both sides. They shifted again into another pony icon a bit taller than the other with another icon, this time with a big black splotch with smaller ones near it, in it is a white crescent moon. Another shift happens again and shows a pony that is the tallest out of the other 3 before. The icon above shifted to a sun.

Just then, it shifted back to the small pony with the stars icon again then starts to cycle through the other 3 as well. We then zoom into the Omnitrix as the screen turns all green.


	3. Chapter 3

CH: 3 When Omnitrix aliens attack/the boring lifestyle of Dan Tennyson

We open to scene to high above a green cloudy sky then zoom downwards past the green fog to reveal Bellwood city at night, but as the camera moves down to streets, there was no one in sight, not a single person was around at all. Except for Dan, who is zooming through the streets on his green and white hoverboard, looking for anybody at all. "Hello? Kate? Grandpa? Mom? Dad?" He called out as he hovers through the streets, wondering where his family is.

Dan slowly hovers through a gas station that was devoid of people. "Where is everyone?" Dan questions himself as he stops by a car to look inside. Finding no one in it, he decides to press on and keeps looking. As Dan keeps riding, he saw a shadow figure with his arms crossed near an intersection. Seeing that the shadow is the size of an adult, Dan asked him. "Dad, is that you?" He questions, but got no response.

But as Dan approaches the mystery figure, it light it itself on fire to reveal to be none other than… "Heatblast!? How did you get out of the Omnitrix!?" Dan said in shock at seeing one of his aliens outside of his watch and holding 2 fireballs while glaring at him for some reason. Dan quickly ducks as a stream of fire shot above and pass him and exploded some ways behind him.

"Why are you attacking me!?" He questions and then dodges another stream of fire and a few more after that. He then takes off through the streets with Heatblast right behind him, still firing at him. "Wait a minute, you are me!" Dan said in realization at remembering that Heatblast is just him in the body of another being.

Dan dodges a few more explosions and starts riding up the side of a skyscraper. But as Dan was speeding upward, Heatblast is following him too using his rocket propulsion abilities. As he was chasing the young boy up the huge building, he stops his flight mode and starts falling, but not before fire 2 huge streams of fire at the kid hero.

But Dan landed on the roof and screeched to a stop as the flame pillars shot passed him. He smirks in amusement at his escape, but was confused as heard a couple of noises behind him, coming from the building roof entrance. Suddenly… SMASH! CRASH! 2 huge holes explodes outward from the inside sending debris everywhere. Just then 2 huge figures appeared from the holes.

One is a big red skinned, muscular, 4-armed alien with 4 green eyes, a black strip that goes down the middle on his lower jaw, chin and all the way to the back of his bald head. He has small shape spikes on his forearms and shoulders. The alien is wearing a sleeveless green shirt with a black stripe down the middle and around his neck with black pants that has straps going around his 2 toed feet with a white belt. He also has 2 pairs of black fingerless gloves with white soft cuffs with the same cuffs on his ankles and the Omnitrix symbol is on his chest.

The other one is a big Frankenstein-like alien with 2 huge green conductors with white coils and green bulbs on his back, has stitches all over his body that combines grayish yellow skin with darker grey skin uneven like. He also has large pink scars across his chest and right arm. He also has bronze with green lights in the crease bolts over his body that resembles flatheads: 2 on each side of his neck, one on each elbow and shoulder, 3 on his chest in an upside-down triangle fashion with the left bolt is placed on the middle of the pink scars, and 4 on his back. His hair is black with sideburns and a mullet style as his teeth are yellowed and crooked in an underbite. And all he is wearing 2 green fingerless gauntlets with bolts on his knuckles, greenish-black pants with 4 lines on each leg with a triangle dash on each one, cooper boots with 3 green silts in them and lastly, a green and white belt with white bolts in the line and The Omnitrix dial as the buckle.

The red alien gives out a growl as the Frankenstein alien roars loudly with his generators crackling with green lighting. Both glaring at the young kid as he stares in shock. "Four Arms and Frankenstrike!?" Both muscle aliens leaps over Dan as he starts to ride away. Four arms lands in front of Dan while Frankenstrike lands behind Four Arms.

Thinking quickly, Dan jumps up as Four Arms tried to punch him with his left arms then his right ones. But Dan jumps on each arm then stomps on his face and kicks the back of his head, briefly confusing him. Dan lands on his hoverboard and zips past underneath Frankenstrike as he tries to grab him, but missed. Both Aliens turns around and glares at him as he hovers off the roof and into the air.

"What is this!? The Omnitrix's greatest hits live or another evil Ghostfreak incident, But worst!?" Dan Questions out loud to himself as he tries to process what is going on. His eyes suddenly widen at seeing Four arms and Frankenstrike both made a leap off the roof and tries to grab him. They both missed as Dan quickly dodges them and rides off in another direction, leaving the 2 muscle aliens to crash into the ground below them.

* * *

As Dan rides on top of a bridge, He yells out to the one person first came into his mind that could of cause this. "Or is this one of your stupid magic spell pranks, Kate!?" But unbeknownst to him, his yelling managed to catch the attention of 2 more aliens hiding in the shadows underneath the bridge and starts to chase after him.

As Dan continues to speed through the air, his noise catches whiff off something. He sniffs the air only to puff up his cheeks and places his right hand of his mouth and nose, whatever he smelled was horrible and disgusting and coming from behind him. Turning around, his sees 2 more aliens flying after him.

The first alien is a bug like alien that has a big chest, a tail with a huge black stinger on the end, wears clothing over his body, except for his arms which end into human like hands with 3 clawed fingers and his 4 insect-like flat legs with his skin being a light brown-greenish color, the clothing is green on the underside with 3 black stripes and all black on the topside and stops on its forehead, where the Omnitrix symbol is, with a small green line at the end. His teeth are square and in an underbite. Lastly, it has 4 pedunculated eyes, that are small and green with black pupils, connected to the sides of his head.

The 2nd alien is a ghost like alien with a gaseous appearance. He has 2 big green chains on his neck and his waist, like a belt and collar respectively. He has 4 sharp knife-like claws on each hand along with a green cuff on his wrists and his biceps. He also has spikes on his elbows. His skin is greenish white with black lines running all over him. He has a single green eye with a black pupil on his left side of the head. The Omnitrix symbol is on his chest with 3 green chain links connected to it. the top one connecting to his collar while the bottom are connected to each other and goes around his lower back.

The bug alien starts to shoot green slime out of it's eyes while the ghost alien flies alongside him with his claws out in front of him and ready to tear the boy hero apart. "Stinkfly and Ghostfreak!?" Dan yells out as he dodges the slime projectiles and ducks left into an alley with both aliens flew past him. Dan leans up against a wall while catching his breath, while he is doing that, he starts to question and think to himself about the recent events.

"Well, so much for my evil Ghostfreak theory, because that was normal Ghostfreak. And it doesn't smell like a magic spell." But just when things seem safe for the moment, 3 huge fingers that are made of crystals popped out of both sides of Dan from the wall, freighting him and caused him to back away from them. The fingers then grab the piece of wall Dan was leaning on and pulls it out. 2 more aliens reveal themselves on the other side of the wall through the hole.

One is a big muscular alien with green eyes that is made entirely out of pale green crystals. He is wearing a sleeveless uniform that is all black with one large green stripe down the middle, up to his green with white stripes belt with the Omnitrix symbol on the buckle part, and wears black pants with shoes that has green on the bottom. He has four fingers on each hand and a sharp crest on the back of his head, that has a large jaw as well. He also has 2 large blade-like spikes on his back as well.

The other alien, that is standing on the diamond alien's right shoulder with his arms crossed, is a 4-inch tall grey, frog-like alien standing upright with large green eyes with rectangular pupils, horizontal eyelids a black strip on his forehead and 2 gills on both cheeks. He wears a green jumpsuit with a black belt and collar. He also wears black fingerless gloves with a green rectangle on the back. Lastly, he wears the Omnitrix on the back.

"Diamondhead and Grey Matter!?" Dan exclaims in surprise once again, seeing 2 more aliens that are his, glaring at him with a bone to pick. Just when things couldn't get any worst, he hears a sound coming from his right down the alley. He turns just in time to see a blue beam came out of nowhere and made a huge ice wall, blocking the path down there. Just then, a huge yellow with black stripes sphere crashes through the ice wall and stops just a few feet from Dan. Suddenly, yet another alien leaps out of the same ice wall hole and lands besides the sphere. The sphere uncurls itself to reveal another alien.

The alien that is hissing at the boy hero is a blue iguana-like alien, with green eyes, sharp teeth protruding from his upper lip,4 dorsal fins on his back and 3 clawed hands along with 2 clawed feet. He also has spikes on his chin and black stripes going around his eyes and his mouth, stopping under his chin. He is wearing black clothing that cover his back, pants and sleeves, going all the way up to his head. His chest is covered by a white shell with the Omnitrix symbol on it.

The other alien that is growling at Dan is a hulking, broad shouldered, pill bug-like alien. He has green eyes with black marking around them, white skin with black on his upper half, a black stripe that goes down the middle of his forehead and belly/chest. He had four black claws on each hand, legs that are mere stumps with 3 toe claws on each one, and his palms are flat. His teeth is sharp and has natural, yellow armor plating on his back, shoulders, the sides of the legs and on the back of his hands. The Omnitrix symbol is on his forehead.

"And Cannonbolt with Arctiguana!?" Dan says in shock once again. He turns back to Diamondhead again, only to widen his eyes to see him holding out his left hand and starts to fire big sharp shards at him. Luckily, he managed to dodge them all and zooms back out of the alley and heads back on to the street.

* * *

He managed to escape into the city park, zooming past the trees. But just as things were in the clear, he hears growling and roaring behind him. Not wanting to find out want is making those noises, He zoom upwards and pass a tree just as 2 alien leaps out and grabs on the back of his board. Dan looks back to see 2 beasts like aliens that are growling at him.

The 1st one is a large orange dog with somewhat ape posture that has no eyes, ears, tail and nose. He has razor sharp teeth that are very defined and sticks out from his mouth's bottom jaw, that has black lips. He has quills on his forearms, back and chin. He also has sharp claws on his hand-like paws. Lastly, he has 3 gill-like nostrils on each side of his neck, that also has a green and white collar with the Omnitrix symbol on it.

The 2nd one is a werewolf-like alien that has gray fur with a dark gray mane. He is very muscular and has 2 spikes on his shoulders and elbows. He has 4 claws on each hand with green wristbands and 2 front claws with a back one on each foot. His teeth are sharp and has green eyes. He is also wearing a short legged sleeveless suit that is black on the shoulder blades and upper back, green on his front and lower black, a white line separating the black and the green, and black ends on the bottom part of his suit. Ending the look is the same Omnitrix symbol, located on a green collar around his neck.

"WIldmutt and Blitzwolfer!? Down boys, down!" Dan yells at the 2 dog aliens as they bark and growling at him, while he is stomping on their heads to get them to let go. He circles around a big tree, having no luck of shaking them off, until they both hit a huge branch and got knocked off the board, both aliens making a yelp of pain and falling to the ground. Dan breathes in relief at losing them and turns his attention in front of him while yelling out. "OK, who else wants a piece of me today!?"

Suddenly as he was passing over a lake, his hoverboard wobble and tries to shake him off. While that was happening, something is moving at high speed in the lake bellow him. It splashes out of the water and grabbed onto the front of the board as Dan falls and grabs the back. The board strengthen itself out just as 2 different hands appeared grabs on to the sides and reels the bodies they are attached to on the board just as hands in front hoisted it's own body up as well, as well another alien emerging out of the board itself, revealing 4 more aliens glaring at Dan, out for his head as well.

The 1st alien is a humanoid fish that has gray scales, and huge yellow sharp teeth and powerful jaws. He has 4 fingered hands and 2 toed feet, all webbed and sharp clawed. He has fins on his forearms and back of his neck. He wears a black loin cloth with green lines that can morph into a tail with green fins. He also has green eyes and a green light on an antenna on his head like an angular fish. He also wears black arm and neck and shoulder braces with a green and white belt with the Omnitrix symbol, finishing the look.

The 2nd alien is a blob-like humanoid alien with black exterior and green interior, that is also on the inside of his long arms. He has green lines on the black parts and vice-versa on the green parts, all resembling circuit lines. The Omnitrix symbol is placed smacked dabbed in the middle of his chest.

The 3rd alien is a plant-like, light green and dark green alien that has 4 vines for legs, has thorns on his forearms, chest and legs, and has long thick claws on his hands. He has a big green eye with 2 fly trap flaps on his shoulders, with 5 yellow teeth on each one, coving his head. He also has patches of light green color on his shoulders, fore arms and the back of his hands. Lastly, he has the Omnitrix symbol on a green and white belt on his waist.

The final alien is a mummy-like alien completely made from ragged grayish-brown bandages, with 4 for the fingers on each hand and 3 for the toes on each foot with a back toe on both as well. He also has 2 bandage tendrils on his back as well, shaped like a cape. He has a black headdress with 2 green lines and gold rimming at the bottom, while his face plate is gold with 2 crown spikes, cobra in the middle, and surrounds his green eyes. His lower face is covered in bandages, while is chin is black with green gaps on it with a golden bread-like spine jutting from it. He wears a large collar/wrap-like garment with black and green stripes and gold rimming. He also wears black and gold shoulder pads with a green eye design on both. He wears a black with gold rimming Shendyt with a single bandage hanging front of it, all tied by the green and white Omnitrix belt. Finishing his look is 2 black with gold trimmings and 2 large green gaps, arm braces and 2 leg greaves.

"Upgrade, Ripjaws, Wildvine and Snare-oh!? Me and my big mouth." Dan said in dread, cursing himself for jinxing out loud. Thinking quickly, Dan lets go of the hoverboard just as the aliens lunged at him and missed. Rolling onto the ground to a standstill, Dan shots towards a valley of trees on his left to escape, only to be stop by green laser beams and green orbs that explode in the path in front of him. He slides to a stop to see 3 figures drop out of nowhere while a 4 screeches to a stop, all in front of him and blocking his escape route, one of the figures is Upchuck.

The 1st alien is yellow skinned muscular humanoid with huge bat ears on his face instead of eyes. But he has multiple green eyes with lime green pupils all over his upper body. He has 4 clawed hands and 3 claw-toed feet and wears black pants with 3 green leg belt on each leg. He also has 2 eyes on his palms with green cuff on his wrists as well. He wears the Omnitrix belt as well.

The 2nd alien is a small white skinned with a black and white head alien with 2 green eyes, 2 small whiskers on his cheeks and the Omnitrix symbol on his forehead. He is the height of an average human child and has 3 green fin-like growth on his head. He wears a green jumpsuit with black patches under his arms, on his shoulders and has black ankles and a belt. He has green sleeves that ends to his hands that has 4 sharp claws each. He also has his suit's feet cut out to revel 3 cat-like toes on each foot. Lastly, he has green gem-like orbs on his shoulders and wrists while having 3 of them on his belt.

The final alien is a blue skin alien that resembles a velociraptor that has black clothing over his body except the following: his arms, feet and parts of his tail. He has 3 scissor-like claws in place of his hands with spikes going out of his elbows. He wears a black pointy helmet with a retractable visor. He has black lips and lines that go above and on the right sides of his green eyes. His shirt has a green color on his front and around his neck with the Omnitrix symbol on his chest. His tails have 4 blue stripes and has 2 clawed toes on his feet that both has a black ball in between them.

"Upchuck, Eye Guy, Ditto and XLR8!?" Dan yells in shock once again. His aliens all glare at him as Ditto punches his palm while Eye Guy powers up a few of his eyes. Dan turns around and sprints in the opposite direction. As he runs, he made out to the middle of a plan. He looks back to see no aliens chasing him to his relief and starts to talk to himself. "Ok, I think that's all of them. Yet, why do I feel like I'm forgetting something?!" Just as Dan said that, somethings emerge from the ground in front of him, causing him to stop in shock. He is suddenly lifted into the air and looks around to see that he is standing on a white, black fingerless glove-covered hand with a red wristband-like growth that belonged to a giant alien that burst out of the ground, roaring.

The alien is a 120-foot tall white skinned humanoid with a fin on his head that is red in the front and black on the back. He has red armor around the back and cheeks of his head, his neck, that has 3 lines, his outer thighs and his chest and stomach, ending in a point. His neck is black and has 3 black stripes on his lower arms, that have red on the inside. He has 2 extra metallic eyes on each cheek that is colored green like his main ones. He also has red blade-like growths on his shoulders and waist as well. He has 2 red blades on his forearms, connected to his black, steel wristbands that are a part of his gloves. He has red boots with 2 toes and a black metal, sandal strap in the middle. A gigantic Omnitrix symbol rests on his chest.

Dan facepalms himself as he says in dread. "Way Big, how did I forget about Way Big?" Way Big lifts Dan up to his eye level while the other Omnitrix aliens gather around on the ground near him, all glaring up at the boy hero. "Dan… Dan… Dan Tennyson!" Way big said to him in his booming voice that has a Japanese accent to it, eyes glowing green and glaring at him. "WHY ARE YOU ALL AFTER ME!? WHAT DO YOU WANT!?" Dan yells out to his aliens, wanting to know why they have been attacking and chasing him. Way Big leans closer and says 2 words that completely confused him. "Your Homework!"

* * *

Dan is busy snoring away at his desk and leaning back, reveling to all that the chase and rouge aliens were all just a dream. As Dan snoozes off in dreamland, his history teacher asks him again. "That is if you care to stay long enough to hand it in." As soon as he hears that, he wakes up and accidentally falls on the ground as the class laughs at him.

He stands back up and cracks his back in expense and looks around him. He realized about what he was supposed to do. "Oh, yeah, here you go." But as he hands his homework in, the Omnitrix starts making the beeping sound and cycling through the weird marks and the horned and winged-horse icons like before. His teachers shield himself with Dan's homework as the kid hero hides his Omnitrix to silence the noise.

"Mr. Tennyson, I would appreciate it, if you can turn off you alien watch's alarm." "Sorry, sir." His teacher looks at his homework for a few minutes, and then gives him his grade. "Well, Mr. Tennyson, I say this homework is worth an A-." "YES!" Dan pumps his fist in victory just as the last bell rang for the school day. As everyone was gathering there thing and leaves the classroom, the history teacher gives on last announcement. "Don't forget, your history reports are due Monday."

As Dan heard that just as the others left, He spoke to the teacher smirking. "Don't you mean everyone's history report except mine? I did save the town from that super tank, last night!" Dan said cocky-like, thinking he can get a free pass because of his hero status. But his teacher has other ideas. "Sorry, Dan, but that means everyone, including Heroes." "What!?" "You need to learn that not everything you want is going to be handed to you on a silver platter in life, popular or not." His teacher told as him as he stares wide eyed. He then sighs and leaves the classroom towards his locker.

* * *

Dan opens the door to his locker and places his books inside it. as he looks at the newspapers that decorates his lockers, that shows him in his alien forms doing hero stuff during the famous summer trip. He looks at the paper on the door that is the most recent one, the one with his secret identity. It's headlines say: 'Alien heroes identity revealed. All of Bellwood thanks Dan 10.' Below the headlines is a picture of city hall with Dan on top of the stars while posing with his Omnitrix arm held in front of him and smirking while celebration confetti is falling everywhere as everybody celebrate. With him is the mayor along with his parents, sister and Grandpa Max, all smiling while clapping for him.

Dan sighs in thought. It has been 3 months since the end of that fateful summer and blowing Vilgax up in the sewer systems. During that time, his identity as been reviled to Bellwood, but not to the world yet. His Grandpa requested to the mayor to keep Dan's secret to only the town itself, to whom agreed with. Dan was treated like a celebrity and everyone loves him for what he has done for the world repeatedly.

But, after a while, everything started to quiet it down and his famous status has started to fade as well. When he was famous, he used to get free stuff and food, be the first one in line always, and gets to ditch school whenever he feels like it and not get into trouble. But after 3 months, all the amazing stuff just stopped. No bad guys or old villains he faces in the summer dared to challenge him, so he got a lot less Hero time.

Everyone started to treat him as a regular kid again as well. While they do appreciate him and thanks him for his heroism, they started to go back to treat him just as he was before the Omnitrix. Dan places his hand on the paper as he says to himself. "I'm supposed to save the world, not do a report on it. I thought I'm still famous." "That's celebrity life for you, Tennyson. One day, you're on top of the world." Cash said as he suddenly appeared and pushes Dan towards the ground. As he looks up he sees Cash and J.T. has the both approached him and grabbed him. "And the next thing you know, you hit rock bottom." J.T. said as he and Cash flings Dan into his locker and slams the door.

"You know we are so going to get wedgied by his aliens later, right?" "Yah, but it will be totally worth it for this." Cash reassures J.T. as the both ran off, leaving Dan stuck in his locker. "Hello? Anyone there?" He bangs on the door a couple of time to get someone to help, but no one was around. "Those 2 are so getting a wedgie when I catch them." Dan then had a realization on what he can do to escape. "Wait, I know where to get a hand,4 hands to be exact!" Dan said as he activates the Omnitrix.

A green flash of light appeared from Dan's locker. Just then, Ghostfreak phased through the door and hovered in the hallways as he looks at himself. "Ghostfreak? Ah well, good enough, I suppose." He then starts flying towards the exit to head home.

* * *

Outside the school, 2 kids, a boy and a girl, were walking home as they talk to each other. "What a boring day." "Yeah, nothing ever happens around here." Just then, Ghostfreak flew out of the doors and over the kids as they looked in awe. He flies up into the air and then zooms towards his house.

* * *

Later, at Dan's remodeled one story house, we cut to Dan's bedroom, just as Ghostfreak phased through the door. He looks at himself and says out loud. "Why doesn't this thing time out when I wanted to?" Just then, knocking is heard on the door as his singular eye widen at sound and turns towards the door. "Dan, come out here this instant!" His father said on the other side of his door.

Ghostfreak backs from the door and looks at his claws, realizing he will be in trouble if his parents catch him in alien form. "Just a sec-ahem, just a second, dad." Dan first said, but stop and try to make his Ghostfreak voice to sound a bit like his normal voice. His parents got a bit suspicious and opens his door, just as Dan timed out before his parents saw him. He puts on a smile and says to them. "Hi Mom, hi Dad." Carl and Sandra both looks at him with their arms crossed.

"Care to explain why there is a scratch line in the hall?" Carl shows his son as he looks with widen eyes to see a claw line at end corner of hall, realizing that he must have accidently scratched it by accident. He holds up his hands as said to them. "I can explain." "No need, you used the Omnitrix, didn't you? Even when we told you only use it for emergencies, hero work or training with your aliens." "'Sigh…' yes, Mom." Dan sat on his bed and answered to Sandra as she was able to deduce by seeing the red glow of the alien watch.

"And what's this we hear about you falling asleep in class?" "I'm afraid we are going to have to ground you, son." His father told him. Dan looks shocked and plead disparately. "But I'm supposed to go fishing with Grandpa Max, this weekend!" Carl told his son as he places his hand on his wife's shoulder. "You spent the entire summer with Grandpa, missing one weekend won't be the end of the world." He said as Dan looks down in sadness.

* * *

As the Rust bucket drives down the street, Dan calls his grandpa on the onboard plumber computer to ask him to help get off his grounding. Unfortunately, his grandfather has other ideas. "Please tell me it's the end of the world, Grandpa. Tell me is there a Life-or-Death alien hero crisis that we have to deal with this weekend.?!" "Can't overrule your parents, Dan." "'SIGH…' I wish I never came home from our road trip." Dan said, gloomy. His grandfather gives him a warm smile and says to him. "Summer can't last forever, everyone's got to get off the road sometime."

"Not heroes like us, Grandpa." Max gives his Grandson a sad smile and warns him. "Dan, don't make the same mistake I almost made with your father. No point in saving the universe if you lose you family." As the Rust Bucket continues, Max disconnected the call to his Grandson. Little did he or Dan know, his is about to receive a surprise visit from an old friend.


	4. Chapter 4

Ch: 4 We got this together/Tempest's storm attack and deal

Meanwhile, back in the magical world of Equestira, a group of ponies where getting the festival ready. "Yes!" Said a cyan furred, rainbow mane and tail, Pegasus named Rainbow Dash said as she speeds through the air, clearing and destroying any clouds within the airspace.

She stops briefly to report. "Sky's clear and ready for the Festival." She then takes off to the air.

Down on the ground, on the big stage, a pink furred, lighter pink mane and tail, Earth pony named Pinkie Pie is blowing balloons and making them into balloon animals. She managed to make one into a weird, biped creature with mismatch body parts. It then started to leak air and blows away, knocking Pinkie on to her back.

The balloon passed through a choir of birds that are being directed by a yellow furred, light pink mane and tail, Pegasus named Fluttershy.

As she was making sure the birds were singing on key, Pinkie jump on the choir stand and scarred the birds off while yelling towards to her. "Heads up, Fluttershy, out of control balloon!" "I don't think it is the balloon that is out of control, Pinkie Pie." She said to herself as a bird that remained behind lands on her outstretched hoof and nuzzles with it.

* * *

Just then, an orange furred, blond mane and tail with red band at end of each one, Earth pony named Applejack approached the scene, carrying a wagon full of barrels, and ducks under Pinkie as she zips past above her and call out to her friends while hold a cup in her hoof. "Hey, y'all, any pony up for a free sample of my family's famous apple cider?"

Rainbow Dash herd it and turns to Applejack, as Apple Cider is her favorite drink ever, and zooms past her, grabs the cup, said a quick thank you, drank it, zips back past her and returns the cup, all while Applejack not noticing it until she looks at the empty cup in surprise.

Over by the stage's sides, a white furred, Purple curvy mane and tail, Unicorn name Rarity is busy carefully placing a small diamond right in the middle of a pink bow while humming to herself. She just finished it just as she turns to Applejack, who has just unhitched herself from her load, as she speaks to her.

"Wow Rarity! It's uh…. Fine job you're doing there. Course, it might not get done 'til _after_ the concert." She told Rarity honestly, as she spends so much time on one ribbon that the rest of the sides of the stage is still left blank.

"Applejack, Darling, anypony can do fine, Twilight asked me, so clearly, she's going for fabulous, and fabulous takes time." Rarity reassures Applejack that she can get the decorations perfect and on time.

But Rainbow Dash is getting impatient and floats down near ground level and rolls her eyes as she tells her. "Fabulous takes forever. But Awesome…" She then zooms by the sides of the stage, planting the decor around the bottom sides at fast speed.

After that, she speeds past Fluttershy and accidently got tangled up with a diamond on her noise and her eyes spinning. Rainbow Dash stops and hovers near her friends and brags at what she had done. "… can get done in 4 second flat! Faster if I do my Sonic Rainboom." She said as she was getting ready to speed off, but was stop when Rarity yelled in panic at Rainbow's work.

"Aaahh! Nono, oh no! Don't you dare, Rainbow Dash! It looks wretched enough already." She scolds Rainbow Dash as they both look at the poorly displayed ribbons with misplaced diamonds, even one of them fall off.

But she didn't care at all as long it is done. "Oh, come one, it's fine!" "IF you were raised in a barn! Ahem, no offense, Applejack." Rarity apologizes to her, realizing that her country friend lives on a farm for all her life.

Applejack reassures as she kept refilling a cup of cider repeatedly, cause of Rainbow zooming back and forth and drinking and placing the cup on the cart repeatedly. "None taken. Especially since I wasn't raised in a barn. My family just happens to have a barn. Where I was born. And... spent most of my formative years..." She realizes she was literally raise in a barn as Rainbow voices it outs for her. "You were raised in a barn!"

Just then, Princess Twilight and Spike approaches the group. Twilight has a check list in front of her with a quill being hold by her magic. She looks at it and talks out loud about her list.

"Okay, just two hundred and eighteen things left to do and we're ready." "Hey, Twilight!" Rainbow, Applejack, Fluttershy and Pinkie greeted her while Rarity greeted the baby purple dragon. "Hello, Spike." "Uh, hi, Rarity. Heh heh." Spike weakly chuckles and blushes cause of his not-so-secret crush on the white unicorn.

Applejack approaches her best friend as Rarity works on fixing one of the sloppy bows at the same time, while listing to the what she is saying." How'd it go with the other Princesses? They like your idea?" Applejack asked, wondering how did the meeting go.

"I bet they loved it!" Pinkie pie yells out as she zips on the stage, still chasing the runaway balloon. "Sigh… Not exactly. They think I can make today perfect without their magic." Twilight explains the bad news to her friends, expecting disappointment from them.

But Rarity reassures her. "And they are absolutely right, darling. This festival is your brilliant idea and we know you're up to the task!" She said to give Twilight a confidence boost.

But instead, Twilight panics and start assuming several things. "But what if I'm not?! What if Songbird Serenade hates the stage?! Or nopony makes a new friend?! And if I failed the festival, then who am I?!" As Twilight is busy having one of her infamous 'panic attacks', Pinkie grabs her face and brings Twilight face to face with each other and tells her.

"Twilight, look at me! This will be the biggest celebration Equestria has ever seen! As the Princess of Friendship, you cannot fail! This day will define who you are! The pressure is intense! It's almost too much for any single pony to handle!"

As she gets more into Twilight's face, causing her to fall on her and look at her in nervousness, she holds both her hooves on her head and screamed really loud for a few seconds. After that, she calmed down and hops back to her friends at the line up in front of her. " But you have us! So, stop worrying." She reassures Twilight.

Music starts playing in the background as Applejack Picks Twilight up. The Mane 5 starts to sing as well preparing the festival, as they were, they are also joined by friends and families as well.

[Applejack] _It's time to show 'em what you've got._

[Rarity] _It's time to go and get things done._

[Fluttershy] _But you don't have to do it on your own._

[Pinkie Pie] _'Cause you've got friends right here to make it fun._

[Mane Five] _We got this, you got this We got this together._

[Rainbow Dash] _Sometimes the pressure gets you down. And the clouds are dark and grey. Just kick them off and let the sun shine through. And scary as it seems, more help is on the way. 'Cause friends have friends that wanna help out, too._

[Rainbow Dash and Wonderbolts] _We got this, you got this. We got this together._

[Crowd] _It's the Festival of Friendship. And we can get it done. A festival that they won't forget. A party to be proud of. A day of games and fun. Just you wait and see. A magic day in perfect harmony._

[Fluttershy] _You got this. We got this together._

[Applejack] _With friends and family, you are never alone. If you need help, we've got your back. You can be honest, let your problems be known._

[Applejack and Apple family] _'Cause you got us to pick up the slack. We got this._

[Big McIntosh] _Eeyup!_

[Apple family] _We got this together._

[Rarity] _Pay attention to the details. Every gem even-spaced. Make the colors perfect._

[Spike] _Takin' one or two to taste._

[Rarity] _Inside and out, beautiful throughout. Generosity is what we're all about._

[Spike] _You got this._

[Rarity] _You got this._

[Rarity and Spike] _We got this together._

[Twilight Sparkle] _Today needs to be perfect, it all comes down to me. I don't know if I'm ready. For all the things they need me to be. I am the Princess of Friendship. But that is more than just a crown. It's a promise to bring ponies together. And never let anypony down._

[Pinkie Pie] _We've got an awful lot to bake. Each pony needs a piece of cake. Oh, wait! There's something better we can do. We're gonna need some more supplies. To make a really big surprise. She'll be so shocked—she's sure to love it, too! You got this! We got this together!_

[All] _It's the Festival of Friendship. Together we are one. A day we will never forget. And now everything is ready. So when the day is done._

[Rainbow Dash] _The weather._

[Applejack] _The banquet._

[Rarity] _The style._

[Fluttershy] _And music._

[All] _All will be in perfect harmony!_

BOOM! Just as the song ended, a big blue cannon pointed up and fired confetti and a giant white and pink 5-layered cake that is heading down towards Twilight, who turns and looks up just to be hit by it. As each layer lands on top of each other, Twilight makes a muffled grunt of pain for each one. As her Friends look on in worriment, the cake suddenly melted in to a puddle of goo with Twilight's lumpy form in the middle.

The gathered civilians gasped at what happened to their beloved princess. Twilight popped her head out and yelled to the one pony who is reasonable for this. "Pinkie!" She yelled behind her, just as a burning candle landed on her horn. Pinkie pokes her head out of the cannon and calls out.

"Oopsie! Guess my easy bake confetti cake cannon needs a little bit more fine tuning!" Twilight simply narrows her eyes in annoyance and blow out the candle on her horn. Just then, she gasps from the crowd and widens her eye in shock at what is appearing in front of her.

"Songbird Serenade? Is it really her? It is, it is!" She heard as the middle of the crowd parted way for 2 gray unicorns with black glasses and black jacket suits with black tie and white shirt under it. A white furred, with black and yellow mane and tail that looks like feathers and bangs that goes over her eyes but can still see and has a big pink bow, Pegasus that wears a black shirt with 2 buttons on the collar passes and stop in front of the 2 security guards.

"Hiya. I'm looking for the pony in charge?" Songbird Serenade greets and questions to crowd and then poses a few times as a camera pony took a few pictures and leaves. "I need to set up for my sound check."

"Uh, Songbird Serenade? Um, I was just going to check on you. Ha ha... I'm Princess Twilight, and sorry about the mess. I'm usually not so..." Twilight greets nervously and moves out of the cake goo.

As she cleans herself off, she accidentally splash some cake on her shirt. Everyone and twilight are shocked and worried about what Songbird will do next. "Caked in cake?" Songbird joked as she smiles.

Twilight gives a nervous chuckle and smiles weakly as the 2 guards talk to each other. "You have visual on buttercream?" "Visual confirmed. Go for cleanup." Guard number 2 cleans the buttercream of Songbird's shirt.

BOOOOOMM CRACKLE Every pony froze and looked up at the familiar sound of thunder and lighting. They all gasp in awe at a storm cloud approaching Canterlot. "Storm clouds? I ordered perfect weather! Rainbow Dash?!" Twilight said, looking at the pony that is supposed to clear the skies.

"Uh... I... don't think those are storm clouds." Rainbow fearfully responded, having a bad feeling that cloud is more then what it seems. As the cloud continue to move towards the city, a big black and purple air ship with a symbol that 2 blue lightning bolts that are both pointing upward, appears out of the clouds and approaches the kingdom. "Ooh! I bet those are the clowns I ordered!" Pinkie said, totally unaware of the ominous colors the ship is sporting.

The ship turns to it's side and lowers itself down towards the crowd of gather ponies, carelessly knocking down a few towers in it's way. One of the tower pieces smashed into a clown prop stand, destroying all but a single balloon animal that was thrown from it.

Pinkie then realizes that this ship is really a bad thing." ...Or definitely not the clowns I ordered." The ship then opens a side door on it's bottom left and deploys a ramp, which crushed the balloon animal under it. "Brian NO!"

Everypony gasps and whispers among themselves in fear, wondering what is going on. They hear steam coming from the ship and looked up to see someone coming down from the ramp. They couldn't tell what it is, because he is carrying a box with the same lightning bolt symbol.

The Princesses watches from the balcony, also wondering what Is going on. The person sets the box and steps to the side to revel himself as a small, chubby, grey furred with white hair in a mohawk style, pug faced hedgehog that wears a cloth on his chest with the same bolt symbol.

The Hedgehog's box morphed in to a loud speaker phone as he holds the microphone connected it. He clears his throat a bit and gives an announcement to the crowd. "Ponies of Equestria, we come on behalf of the fearsome, the powerful, the almighty… Storm King."

As he said that, a big banner unrolled on the side of the ship, showing a white furred, gray skinned, male satyr-like creature that has blue eyes and black pupils, sharp teeth in an under bite and 3 fingered hands with claws. He is wearing a 4-horned helmet that is shaped like a crown, black chest armor with his symbol on it, shoulder pads and wristbands. The Ponies mumbled in fear and confusion at the creature's appearance and name.

"And now, here to deliver the evil message, put your hooves together for commander Tempest!" The hedgehog yells out as he waves his left hand in presenting fashion towards the ship entrance.

A figure walks out of the smoke to revel herself as a Purple furred, red mane in Mohawk style and short tail, unicorn wearing a bodysuit that doesn't cover her legs, over it is armor with the lighting bolt symbol on both flanks parts. She also has metal horseshoes as well. But what is most unique about her is that she has a scar over her right eye and a cracked stump where her horn is supposed to be, which blue sparks fizzle out of for a bit before stopping.

"Is that a... unicorn?" "I think so, but what happened to her horn?" Spike said as he and Twilight are both confused at the lack of the most important part of a Unicorn on this one. Just then, Celestia, Luna and Cadance lands in front of the crowd, facing the mysterious Tempest.

"'Tempest' is it? How may we help you?" Celestia called out, hoping to settle thing peacefully. "Oh, I'm so glad you asked. How about we start with your complete and total surrender?" Tempest responded back, confusing the crowd and worrying the sisters and Cadence.

Twilight stands to right her sister-in-law and tries to reason with Tempest. "Hi there. Princess of Friendship. Not exactly sure what's going on, but I know we can talk things out."

Tempest smirks and said to herself then out loud to the Alicorns as she walk down the ramp. "Oh, goody. All four Princesses. Here's the deal, ladies. I need your magic. Give it up nicely, please, or we make it difficult for everyone!"

Luna is not fazed by Tempest's threat and responds back. "And why should we cower before you? There's one of you and hundreds of us." She points out as the crowd outnumbers Tempest. The Hornless unicorn chuckles and said. "I was hoping you'd choose "difficult"."

As she said that, 2 more ships show up, causing the ponies and Princesses to gasp at the turn of events. More ships show up as strange creatures drop from the ships. The creatures are bipeds that are hunched over, muscular and have grey skin and white fur. They have 3 fingers and 3 toes on hind legs, with claws on each one of them. They all where black body suit that are short sleeved and shot legged, over it is grey armor with the storm symbol on the shoulder pads and belt. They have grey wristbands and black mask-like faces with small blue dots in the eyeholes to act as eyes.

They Storm Creatures landed on the ground while be backed by more of them, climbing over the walls, and landing from jumping long distances. The princesses looks around in shock at the invasion as the ponies run around, panicking and screaming in terror as the Storm Creatures terrorize them. Tempest jumps up in the air and deploys a strange black orb with green crystals inside it.

She kicks towards the Princesses as Celestia gasps. As the orb approaches her, Cadance jumps in the way and made a shield to deflect it. The orb hits it and is somehow pushing through the shield, making Cadance strain herself.

The orb burst through and hit Cadance, causing green smoke to appear and starts to turn her body into obsidian stone. Twilight gasps in shock as Celestia calls out to her niece. "Cadance!" "I-I can't... stop it!" Was all she has said before standing compliantly still.

Tempest hops of the ramps dashes forward, While Celestia turns and urges her sister, who responded with a grunt of acknowledgment and a nod. "Luna, quick! Go south beyond the Badlands!" Unbeknownst to her, Tempest kicks another orb at Celestia's direction as she was talking.

"Seek help from the Queen of the Hippo—" Was all she had said till the orb hit her and petrified her. Luna gasps then shifts her face into determination and takes off, hoping to get help. But unfortunately, Tempest kicks another orb and hits Luna, just as she is above the stage.

Luna's stone body rips through the cover top as it falls, but stops just before smashing the ground by a pink aura. "Luna!" Twilight cries in shock, Tempest chuckle and grins evilly at Twilight's distracted form. She leap up and kicks one last orb at Twilight.

As it was nearing Twilight, who gasps in shock at it. "Twilight!" Rainbow Dash called out, just as a streak of rainbow grabbed her before the orb hits her. The orb explodes in green smoke, clouding the victim from being known, but Tempest knows that it is Twilight in it, frozen in stone.

"Easy as Pie." Tempest chuckles as she approaches her trophy for her conquest. Grubber approaches her and daydreams at what her boss had said. " Oh, I Love pie, oh, you totally got the last princess." But as Grubber said that, the smoke dispels to show a Pegasus with a party hat in place of horn, which fell off.

Tempest realizes she had been tricked and orders angrily while her horn spark with rage. "That's not the Princess! Grubber, get her now!" "Guys, we gotta get the princess!" Grubber runs off and tells the others as Tempest smashes Twilight's discarded crown in angry.

* * *

"Over here, y'all" Applejack yells out as Rainbow Dash and Twilight approaches, dodging and zipping by Storm creatures that tried to grab them. They united with others and sprints onto a bridge that is over a flowing river to escape capture. Suddenly, 2 more storm creatures dropped in front of them, armed with a spear and shield each, and blocks their path.

The group screeches to a stop as Twilight fires a magical blast at them. The shot bounded back from one their shields and hits the bridge bellow the Mane 7, causing the part they are standing on to crumple and send them screaming into the river.

They splashed into the river and surfaced, coughing and gasping for air. They only have a few seconds, as they are started to head towards a waterfall. Screaming in panic once more, they plummet down the fall into a lake bellow as Grubber and the Storm creatures looks in shock.

"Which one of you guys are going down there?" A storm creature growls in response to Grubber's question. He answers back with a forget about gesture and walks away with the creatures following behind him. "I would, but I just had a hearty meal, and I will sink, and I will cramp. I'm very big boned. I will sink."

* * *

Down in the lake, everypony surfaced and made it to dry land near a forest trail. as they gasp and cough for air. Applejack retrieves her hat and plops it on her head as she walks back to the others while checking on them.

"Everypony okay?" "I think my bottom's on backward." "We just got our cupcakes handed to us by the worst party crasher ever!" Rarity and Pinkie responded back, dizzily and horrified respectively, at what had happened to them. "We gotta go back there and fight!" Rainbow Dash calls out, wanting to take back her home.

"Well, you saw the size of those goons. You seriously wanna go back?" Spike tells her, reminding her that a head-on attack is a horrible idea.

Applejack speaks up to the others, telling them that they have keep Twilight safe. "So now what? We can't hide here forever. And let's be honest, we can't go back. Look at what they did to the Princesses. We gotta keep 'em away from Twilight."

As She said that, Twilight, who was looking at the lake's surface, turns back to the others in a thinking face, remembering something Celestia said before being stone. "The Queen." "Yeah, the Queen! Uh, what queen?" Pinkie said as hops over by Twilight, confused at what she had said.

Twilight explains to the others as she looks at the cloud covered Canterlot. "Celestia told Luna to find the Queen of the... "Hippos". Luna can't, so I have to."

The others where confused as Rainbow Dash pointed out. "Uh, hippos? Seriously?" "I've heard they're surprisingly graceful for their size. Huh, but they're always hungry." Pinkie blurted out, confusion Spike and Applejack while making Rarity and Fluttershy look at each other in confusion. "Hungry?" "Hippos?"

"They're somewhere south, past the Badlands." Twilight said to the others, scaring and worrying Fluttershy and Rarity as they spoke out. "That means we'll have to... leave Equestria. Oh!" ": I'm not even packed!" Twilight reassures her friends.

"I understand you're scared, and nopony else has to go. But I have to find this queen. She might be our only hope." As she had said that, the others look at each other and nod in agreement.

As Twilight turns and leaves, her friends gather around while letting her know that they got her back. "Well, you're not getting all the glory. We're in this together." "We got your back." "Indeedy!" "I am ready to save Equestria!" "Yay." "We're all behind you, Twilight." "Let's go find this hippo!"

As Pinkie bounces off towards the wrong direction, which Spike pointed in the right way in a deadpan voice. "Uh, south?" Pinkie changes directions as the rest followed behind her. "Whee! Boingy-boingy-boingy-boingy-boingy! Anypony up for a game of "I Spy"?" The others groan in response, knowing that it will be a LONG trip." "No, really! Come on! I spy with my little eye something that is orange. No takers? It's you, Applejack!

* * *

Meanwhile, back in Canterlot, all the other ponies were captured, being led by Storm guards in muzzles and harnesses that are connected with each other. A lone guard cuts the strings to a bunch of balloons, causing to float up pass the castle balcony, where is Tempest as she looks down.

She walks back into the throne room as she talks to herself while looking at her reflection in Celestia's statue that was moved along with the others. "All this power wasted on parties, when there are far greater uses."

Just then, a ring tone was heard, coming from the blue glowing potion held by one of Tempest's bodyguards, who looks like the other guards with the addition of Purple streaks in their hair. "Well? Answer it!" Tempest orders her guards as they pour the potion in a bowl of water, which became Blue smoke as a male voice is heard.

"Where am I supposed to be looking? I never understand how this spell works. Tempest!" "Over here, Your Excellency." Tempest answers her king with a roll of her eyes. "Where?" "Over here." "Huh?" "No. No, right. Look right." My right?" "Yep." Tempest confirms, finally getting a proper vision of her boss as he spoke to her.

" Oh. There you are. Here's the deal. I'm in the middle of a big re-brand here. "'The Storm King' is tracking well as "intensely intimidating", but you know what? I need to back it up. You know what I need to back it up with? A STORM! That would be great! You promised me magic that could control the elements, and right now, I'm holding a what? A branch. A twig. Bleh!"

Tempest explains to her king on what the staff can do "Uh, that would be the Staff of Sacanas, Your Excellency, and it will..." "Mm-hmm?" "...channel the magic of the four rulers of this land." "Mm-hmmmm?" "You'll soon have the power of a hundred armies." "So that would be a yes on your locking down the four Pegacornicuseses, or whatever you call them?" The Storm King questions, not caring to know the proper term for Alicorns.

Tempest asks her king for some time to secretly kidnap Twilight without letting him know about the current situation. "Give me three days. I'll have everything ready for your arrival." "Remember, Tempest. Only I have the power to make you whole. Make this twig work, and you'll get your reward. Fail me, and your horn won't be the only thing that's broken." The Storm King threatens Tempest as she remand stoned face at his warning for failure.

"It won't be a problem." "Great! I'm ready to power up, crash and bash, and be the biggest, baddest bugaloooooo..." Just as the Storm King was talking, the smoke started to weaver and distort his voice until it dissipated as Grubber points out the problem.

"Sorry. bad spell service. You want me to call him back?" "Do you have the Princess?" Tempest questions Grubber as he looks sheepishly, answering with bad news. "Well, uh, funny story. It kinda seems like she… she might've like, you know, got away… a little bit." Tempest narrows her eyes at the news, not liking what she is hearing.

"I know you're disappointed, but I got one word for you: Spongecake." Grubber holds out a slice of cake to offer Tempest to cheer her up, only instead. ZAP! Tempest blasts Grubber with lighting from her horn stump, burning him and the cake, in annoyance.

"I need all four for the staff to work." Reminding Grubber, the importance of having all the Princesses as he respond back. " Hey, I know! I want the Storm King to fix that horn as badly as you do. It looks like a crackly chipped tooth on top of your head. And you know you don't look good in hats."

Angry at what her minion said, Tempest turns back to him with an enraged expression and her horn sparking menacingly. "That Princess is not gonna keep me from getting my horn back! Prepare my ship and Have 3 others on stand by as well!" As Grubber leaves to do that, she calms herself down. "Please. How far could one little pony get on her own?"

"Hey boss!" Tempest turns around to see Grubber is back with her 2 special guards, wondering about something. "We found this poster of saying Songbird Serenade is performing here! We herd some of her singing and saw the plans for her show and they were amazing!"

"So, when the Storm King gets the magic and fix your horn, can we convince him to have her put on the show for us, boss?!" Grubber ask excitedly as the big guys nodded their heads. Tempest narrows her eyes before twisting her face into of anger and fury while her horn sparks dangerously as she grits her teeth at her minion's stupidity.

* * *

" **JUST GET THAT PRINCESS!"** BOOM "Land on you bottoms!" One of the guards called as they were blasted out of one of the Throne room's left side windows and were falling towards the ground as Grubber screams.


	5. Chapter 5

Ch 5. Enter: Tetrax Shard/ Dan 10's portal drop in and crash landing.

Back in Bellwood, it was nighttime at the Tennyson household. Dan has eaten dinner and went to his room to begrudgingly do his homework. He is sitting at his desk on his laptop, bored and lazily tapping his right finger on his keyboard a few times while reading what is on the screen. "'1st person narrative from the point of view of a crewmember during the Age of Exploration' Uggh! Somebody, shoot me now!" Just as he pushes his laptop away and lays his head on the desk, The Omnitrix makes the alarm sound and icon shifts again.

This time, loud enough for Dan to jump away from his desk in shock and looks at the alien watch. "Gahh! I didn't mean shoot me with nose! And what's with the weird horned-horse aliens and marks? Did I got new aliens, or what?! What's gotten into you?" Dan questions the Omnitrix as it stops beeping and shifts back to the hourglass symbol. Dan sighs in despair at what he is about to do with his homework. "All right, desperate times call for desperate measures."

* * *

In Kate's room, she was at work on her Laptop while listening to Japanese music through her headphones. As she was typing, she saw her cellphone was vibrating. Pausing her music and taking off her headphones, she grabs her cellphone and answers it. "Hello?" "Hey, Kate, how's my favorite big sister?" Kate adopts a deadpan expression at the voice of her little brother, who is silent gagging at what he had just said. Kate sighs in annoyance as she know her brother is only trying to butter her up to do something for her.

"What do you want, Dan?" "I don't need a reason to keep in touch with family. It's just, it's always a pleasure to shoot the breeze with the smartest person I know." "Okay, who are you and what have you done with Dan?" Kate questions her Brother's weird behavior. "Cleaver, in fact, your so clever, I bet if I randomly picked a topic, say the Age of Exploration, you can rattle off a bunch of interesting facts. Enough to write a 1st person narrative."

"Nice try, twerp, but you need to experience the joy of research yourself." Kate said to her brother, knowing what's Dan's game is. Dan pleaded his sister, but she still rejects him. "Come on! Do me this one favor!" "NO! You can't just expect all of life's answers just come flying in through the window." Suddenly, as if the universe has sent a message of irony, a crystal shard came flying through Dan's window and planted on the floor.

Dan, who was in shock, quickly said goodbye to his sister. "Right, gotta go, smell you later." He then hangs up his phone and heads towards the window to see a figure floating down on a blue glowing hoverboard. The figure is a muscular being in a grey suit with a black strip down the middle and around the waist with a green glowing upside-down triangle as the buckle. It also had black arms and boots with shoulder pads that has 3 glowing lines forming the triangle from the belt. The same triangle appeared on the middle of its head.

The head retracted into the suit, revealing a Diamondhead look-alike with the addition of a small Kate bread. Dan widen his eyes in surprise at his alien ally. "Tetrax?" "We need to talk." Dan realizes that this is serious, so he grabs his hoverboard and flies off with Tetrax out of his Neighborhood and into the skies.

* * *

High above the cloud line, Dan and Tetrax flies at a steady speed while Tetrax explains the situation to the young boy hero. "I received an urgent message from Azmuth." "The inventor of the Omnitrix and leader of the Grey Matters, what did he want?" Dan questions Tetrax, wondering why The Azmuth would want to contact him. "He did not say. Only that he needed to meet with you." "YES!" Dan was so excited to go on another intergalactic adventure, only to remember what had happen at home and his parents.

"Except, I'm grounded, I've shouldn't be out of the house. My folks are going to kill me." "I see." "On the other hand, it would be rude to stand up Azmuth." With his mind made up, Dan and Tetrax heads down to the surface to a forest.

* * *

As they both approach the ground, they leapt off their hoverboards, which Tetrax's collapse into a compact form while Dan grabbed his and holds it under his left arm. They both walk a few steps forward and then stop as Tetrax raised his left hand as glowing green line lights attached to orbs, that are on his palm and end of his fingers, and fired a green beam. He moves the beam in a huge circle.

After it was completed, it glowed in a huge light which died down to reveal Tetrax's ship, deactivated from it's cloak mode. "Come, we need to leave for Galvin Prime, Azmuth's orders." "Grey Matter's home world? AWESOME! I always wanted to see my alien's planets!" Dan yelled out excitedly.

Just then, the Omnitrix starts beeping and icon shifting once again, making Dan cover it up to drown out the noise, which Tetrax takes notice of. "Is something wrong with the Omnitrix?" "What? No, no, that beeping means it's done charging and ready to go alien!" Dan smiles at Tetrax, hoping he bought it. "Hmmmm… Very well. Let's go." Tetrax turns towards his ship and starts walking towards the deployed ramp. Dan breathe a sigh of relief and follows him inside. He glances at the watch, hoping that Azmuth can fix whatever is wrong with it.

* * *

Back at the Tennyson household, the Rust Bucket is parked outside with Kate in the front passenger seat, looking in disgust at the 2 cans she is holding that contains squirming live worms. "Ready to go fishing, pumpkin?" Max said as he sat on the driver seat and buckles in. "I packed the bait and lunch." "Umm… which is which?" Kate said fearfully, frighten at the thought of eating disgusting, slimy worms.

Just then, Max's cellphone rang, in which he answers. "Yello?" "Dad, is Dan with you?" Carl questions him as he and Sandra are Dan's empty bedroom. "I thought he was grounded?" "He is, but he's gone. He's hoverboard is also gone too! You don't think he ran away?" Carl said as he and Sandra are worried sick about him, even with the Omnitrix at his disposal. Max comforts his son, telling that he will find Dan. "Don't worry, son. We'll find Dan, he can't have gone too far." "Uggg… He always goes too far." Kate said in annoyance.

* * *

Meanwhile, in Tetrax's ship at the bridge, Tetrax is at the controls prepping his ship for launch while Dan watches with a smile on his face, excited for a space road trip. They both felt the rumble of the ship lifting off the ground and turning towards space. The ship zooms off as Dan watches on of the computers, seeing the ground getting smaller and smaller. "Yeah, saving the Universe, once again. This is going to be so cool! No more teachers, no more bullies, no more getting grounded and no more stupid homework assignments."

But just as he said that… BOOM! The ship shook, startling both occupants inside it. "What was that!?" "We've been hit by some sort of time space anomaly!" Just as Tetrax said that, there was a banging sound on the left wall. As they both looked it, it exploded from a burst of blue lighting and started to suck things in the big hole like a vacuum. As Dan hold on to the seat next to him, he looks outside the wall to see a swirling, blue vortex with lighting expanding from it every now and then. "How did we not notice the big portal thing, there before!?"

Just when thing couldn't get any worse, Dan grip slipped and got sucked into the hole and falls straight towards the portal. "DAN!" Tetrax yells out and tried to grab him, but missed and watches in shock. "TETRAXXXXX!" Was the last words Dan said before falling into the portal, which closed behind him with a brief flash of light.

* * *

In the rainbow vortex, Dan was freefalling down while banging on the Omnitrix, trying to get it to work. "Come on, come on! Work, you stupid, useless, piece of junk!" Just then, the heard something heading towards him and looks ahead to see a purple spark with a trail of magic heading towards him. It hits the Omnitrix in an explosion of sparkles and caused it to beep wildly and it's dial started to rotate quickly as Dan looks in shock.

Just then, the Watch did something incredible that he never heard before: It started to talk! " _RANDOMIZER FUNCTION ACTIVATED_." It spoke in a computerized female voice with the hourglass glowed briefly at every word. Just as the vortex spat Dan out through another blue portal above a desert, He only had enough time to yell out before being engulfed in a green flash of light. "Randomizer Function? What the heck is that!? And since when can you talk!?" FLASH BOOM

"Ow!" A muscular voice said as 2 well-built Crystal arms pop out of the sand hole Diamondhead out. He stands up and looks around and said to himself with a raised eye. "Well, I did say I want to get away from it all. Now the question is, where the heck am I?"

* * *

Back on Earth, The Rust Bucket is driving through the same forest were Tetrax and Dan was before blasting off. As Max was driving the RV, Kate was hovering above her seat with her legs cross and her hands and eyes glowing Sky-blue. "I can't pinpoint Dan with a locating spell, this is the last place I pick up traces of his aura." Max then makes U-turn and screeches to a stop. They both got out and walk into the forest with their flashlights.

They both shined their lights in the darkness to find the young alien kid. "Where can he be?" I don't know, Grandpa. We can't find him unless we have a clue about his location." Just then, a green bright light shined down above them, causing themselves to cover their eye with their arms. They both adjust to the light to see a ship descending towards the ground. It turns and lands in front of them in a clearing. "I know that ship. That's Tetrax's ship!" Kate said as she drops her flashlight and points towards it. After she said that, the ramp drops down to reveal the owner of the ship walking down before stopping midway on the ramp. "We need to talk."


	6. Chapter 6

CH. 6: Aliens in Kludgetown

In Equestria, more specify, a desert, the Mane 7 are trudging through the sands. They were all tired from their journey, as shown by their sweating, unkept hair and bags under their eyes as they walk slowly. "There's sand in my... everything... Heh... Saving... Equestria..." Pinkie said to try to keep going. She then started laugh all creepy-like, showing that she is starting to lose her mind from the heat.

She then picks up a skull, thinking it can talks, and holds it near her head as a bug emerge and walked across her face, then off her body. "OH! Look! Maybe this guy knows which way to go! What's that, friend? We're lost?" She then laughs and toss the skull away and started to cough for a bit. She then froze up with a crazy smile on her face with eyes and giggles creepy and faints face down on the ground.

Spike stops on his knees, gasping for breath as Rarity and Rainbow Dash walks pass him. "We could be going in... circles! Endless... sand... Nothin' for miles... but sand..." He holds up a rock and shows a cactus somehow stuck to his butt. "and this rock... and this cactus... and this roooooooooaaaaaad..." He then collapses on, surprisingly, a road. Twilight looks down at the road in surprise and trots a little faster over hill while saying to the others.

"Mmm? A road? Where there's a road, there's a..." She gasps in surprise on seeing the road leads to a city that has a few smoke stacks and a couple airships flying around it. "Whoa!" "Cool!" "What is that?" Spike, Rainbow and AJ said respectively upon seeing the city. Pinkie pops up and weirdly reverts to her normal, hyper self with her normal appearance. "Oooh! A city! We are doing it, you guys!"

"You know what they say: where there's a city, there's a spa!" Rarity yells out, eager to get her beautiful appearance back. Rainbow questions her saying while Applejack reminds them both of their quest. "Who says that?" "'Case you forgot, we're on a mission to save Equestria." "I can multitask."

As the ponies made it halfway to the city, they are unknowingly followed by a strange crystal golem walking in the same direction they are. The figure got closer revealing Diamondhead. It turns out, that portal Dan fell through is the summoning portal Twilight and other Princesses performed before the attack. Their magic was tracking down Nathen by locating him through his Omnitrix, which reveals that the alarm and icons from before was a beacon system, receiving the Princesses energy signals.

The Portal was able to get a lock on Dan when he went up to space with Tetrax, causing the events from before. While falling through the vortex, Some of Twilight's Equestrian magic accidently hits the Omnitrix and messed with it, engaging the locked Randomizer Function by mistake. But back to our story.

As Diamondhead walks through the desert and following the footprints Twilight and the others left behind, not sweating or tired due to a Petrosapien's resistance to heat, he stops on the hill the gives a view of the city. "Sweet, a city at last! I can get some answers on where I am." As Diamondhead reaches the bottom of the hill, His Omnitrix belt stated to beep and flashes green. He looks down and said to himself. "Finally, now I can talk to the locals without freaking them out." FLASH

He continues to walk down the road, only to realize he is not kid size and feels stronger. He stops and looks at hands to see he has 4 of them and looks down to see he turned into Four Arms. "Huu? Four Arms!? Hey, why didn't I turn human?!" He crosses his lower arms and looks down at his Omnitrix dial while tapping it a few times. Seeing that this did nothing, he shrugs while groaning and continues walking towards the city.

* * *

As the Mane 7 walks through the city, which is seedy, a bit dirty and has a bunch of antimorphic lizards, pigs, turtles and fish that selling and buying things from each other and vendors. They pass by a vendor that had a bunch of horns displayed. "Ooh. Hey! You with the horn, you selling?" Scared of losing her horn, Twilight walks a bit faster away from the creepy cloaked vendor. Fluttershy stops a bit at sight at the sight of strange birds in cages. They squawked loudly, freighting her and makes her catch up with the others.

"Hi there! Ooh, I'm sorry. Here. Lemme help you with that." Twilight said to a turtle citizen who is trying to lead big barrels on his cart. She levites the cargo on the cart with her magic, not noticing an antimorphic cat that has brown fur with light brown coloring fur on his chest, wears a red trench coat unbuttoned with a purple wrapping on the middle of his busy tail, He has blue hair on the top of his head and has light green eyes with darker coloring silted pupils.

The cat watches with interest as the turtle yells at Twilight. "Hey! No magic around my merchandise!" The Mane 7 ran from the yelling turtle while the cat places a claw on his chin and said to himself. "Hmmm... Very interesting..."

"Okay. We just gotta stick together. Be careful who you talk to. And try to blend in." Twilight told everypony as they walked as passed by a few city residents, hoping to keep a low profile. "Can I have your attention please?!" Twilight groans at Pinkie's yelling, stressed at the party pony's inability to keep quiet. Pinkie is in the middle of the street as citizens walk about, going about their business. "Can anypony take us to the Queen of the Hippos?!"

"You want something? You gotta give something!" A fish told Pinkie, who leapt in to his outstretched arms. "Well, how about a big warm hug from a grateful pony friend?" the fishman drops her and leaves. Pinkie got up and starts offering things to random citizens, who declines her deals. "How about this comb that I've never used? A picture of my sister Maud? This breath mint? Seriously, buddy. Help me help you." A pig belches in her face, making her faint from the stink.

"Pinkie, you can't just take off! And you don't need to announce to every..." Twilight said through her clenched teeth to Pinkie, who got back up and smiles at her, about taking off and talking to strangers. Pinkie reassures Twilight that she can handy things. "Relax, Twilight! I totally got this!" But just, then a group of citizens crowd around the ponies. "How much for the giant gecko?" A Lizard Klugetowner question while pointing towards Spike. He responded, feeling insulted. "Who you callin' a gecko?" "Uh, Spike isn't for sale." Twilight moved in front of Spike to shield him while confused at what is going on.

"I want that fancy purple hair! I'll give ya two storm bucks for it!" "Two storm bucks?! It's worth more than that!" Rarity responded back, feeling insulted as well. The crowd starts bidding and yelling about buying the Mane 7, scaring them and making them worried, while the cat from before watch with interest. "Gimme that pink one!" "I'll take the blue one!" "No! I want the blue one!" "I need that lizard!" "I'll take that picture of your sister!" "I want all seven for my collection!"

Just as they were cornered, the cat drops in front of them and waves his left arm around, signaling the crowd to stay back. He then starts moving around the crowd and the ponies, explaining why they shouldn't buy them. "Back up, everyone! Back it up! Y'all in some serious danger! Now you didn't touch any of them, did you? Just look at all those colors! You think that's natural? They're infected with "pastelis coloritis". The crowd gasp at his claims while Applejack tries to tell the truth.

"Now, you listen here, fella, there ain't—." "Don't worry, don't worry, as long as you're not covered in purple splotches, you'll be fine. Uh-oh." The cat interrupted AJ by placing his tail over her mouth. He then wraps his arm around a citizen while secretly placing his tail on a puddle of spilt light purple paint and splashes it on a fish without him knowing. The fish sees the splotches and panickedly asked the cat what should he do, who coolly responds back. "What do I do?!" "Enjoy your last moments and don't touch anyone. Because parts will fall off." The crowd zips away in all directions, leaving the cat and the Mane 7.

"Well, all right." The cat purrs as he walks and turns to face the group of ponies. Rainbow dash flies around him and praised him while Rarity comments him on his charm and giggle like a schoolfilly, while Spike crosses his arms and grunts in jealousy. "You are awesome!" "And quite charming." "Capper's the name. Charming's my game. So... to the Hippos, then?" Capper introduce himself with a bow then turns and leads them down an alleyway with the others following.

But Twilight was suspicious at the cat's motives, so she flew and land in front of her friends and holds a wing out signaling to stop. "I don't know if we should trust him." But Pinkie reassures her. "We could definitely use a friend out here!" Capper steps in between the 2. "You know what? Little Cotton Candy Hair is right. And, if I do say so myself..."

Capper breaks into song, reassuring all the ponies, except for Twilight who still doesn't trust him. But mid-way through the song, he sneaks up to a citizen and whispers. "Here. Tell Verko, "My place, twenty minutes." I've got something that will magically erase all my debt."

[Capper]

 _This town is not a nice place._

 _For little fillies all alone._

 _There are lots of twists and corners._

 _That could lead to the unknown._

 _Let me guide your way._

 _And I'll be sure to help you through._

 _You could really use a friend out here._

 _And luckily for you..._

 _I'm the friend that you need._

 _When you're lost and don't know what to do._

 _I'm your pal, your amigo._

 _Useful and resourceful, too._

 _And my help, you'll concede._

 _Is a plus guaranteed._

 _You can call and I'll come running._

 _Just follow my lead._

 _'Cause I'm the friend you need!_

[Earnest Klugetowner recolor]

 _He's a friend._

 _Quite a friend!_

[Klugetowners]

 _He's a friend indeed!_

[Capper]

 _You need a bud to spot the danger._

 _A pal to stop the creep._

 _A chum and not a stranger to assist._

 _You need a bro who is cunning._

 _That can help you take the leap._

 _A friend who knows what's lying in the mist._

 _Don't fear these darkened alleys._

 _They're scary, yes, I know._

 _Why, you could use a friend._

 _To protect you wherever you go._

 _And such a dazzling beauty._

 _Covered in dirt and muck._

 _But now your fate is changing._

 _Now you are in luck._

 _'Cause I'm the friend that you need._

 _When you're lost and don't know what to do._

 _I'm your pal, your amigo._

 _Lookin' out for friends like you._

 _And my help, you'll concede._

 _Is a plus guaranteed._

 _Just call and I'll come running._

 _We'll say it's agreed..._

 _'Cause I'm the friend you need!_

[Applejack, Fluttershy, Pinkie Pie, and Rainbow Dash]

 _He's a friend._

 _Quite a friend!_

[Ponies except Twilight Sparkle]

 _He's a friend indeed!_

* * *

Meanwhile, while Capper is leading Twilight and her friends to his place, Four Arms arrived at the same place they been before and looks around seeing the Kluge towners talking to each other and buying stuff. He rubs his head with his upper right hand in confusion at what he is seeing.

"Okay, I'm ether being delusion or I'm in a city that Dr. Animo should have a field day with. Hmmm… I'm going with option b. Cause I'm pretty sure I'm awake." He then shrugs and decide to ask around for info on where here is. Unfortunately, everyone ignores him as he tries to ask. "Excuse me, I was wondering-" "Hey, can you-" "Listen, I need to know where-"

" 'Sigh' So much for info gathering. Guess I'm going to need to get a good view, but where?" As Four Arms looks around to find a tall place to get a better view of the area, he spots a tall building with a windmill spinning slowly on it, which unbeknownst to him is where the Princess of Friendship and her group is right now.

"Bingo! Time to head to high ground!" He then crouches down and, using his super strong leg muscles, made a huge jump and flew halfway to Capper's place before crashing down with a minor quake, then made another leap, landing just outside the place.

Four Arms then look up to the place and narrows his eyes in determination. Cracking his knuckles, he runs and made a minor jump and grabs onto a ledge and starts climbing up to the top, make use of all 4 arms. Little did he know that he is about to meet the person or pony, responsible for bringing him hear in the first place.

* * *

Capper opens the hatch in the floor of his home and leaps himself up and welcomes the ponies, who gaze around in amazement. " Welcome, my little ponies, to my little manor." "Ooh! A sort of a roco-hobo-Bohemian hodgepodge." Rarity comments on Capper's place as he responded back "Apologies for the state of my litter box. I wasn't expecting guests."

As the ponies look and move around capper's clutter-filled pad, which Pinkie comments on. "Ooh! So many fun breakables!" They all did not noticed a certain kid-turned 4-armed alien was watching them through a window in front of the giant spinning windmill fan outside. He looks wide eyed from the corner while holding on to the sides with all his arms.

"OK, I am seeing 6 candy color talking ponies with horns and wings and a talking baby dragon. Ether that fall knocked my head hard, or I am stranded on the 'Planet of the little girly horses'. Because these are something Animo wouldn't be caught dead making." Four Arms said to himself silently, thinking that this is the strangest thing he had ever seen. And he had seen a lot. He pulls his head out of sight when he sees some of the ponies turning to the window. He decides to listen to their conversation while keeping out of sight.

As Four Arms continue to listen, Twilight looks through the bookshelves, unaware of the conversation in the background. "Y'all sure y'all want the Hippos?" "Yessirree! The Queen of the Hippos!" "Not like the Queen of the Lions, or Tigers, or Bears?" "Oh, my!" Twilight made a confusion sound as she saw a book of interest.

* * *

Tempest's guards were ripping open barrels and cargo wagons, smashing stands and freighting Kluge towners, trying to find Princess Twilight. As for Tempest herself, she walks through the streets with Grubber following behind her, eating a Caramel Apple. "You really think the ponies got this far?" He questions his commander, confused that a small group of ponies made it to all the way beyond Equestria.

As Tempest walks by, she stops and sniffs the air to notice a peculiar scent. She looks to a piece of wood on her right to see a strand of pink hair on the wood. "Oh, they're here." She assures, now knowing her targets are in the city. She calls out to the citizens to find her princess. "Attention! A little purple pony passed this way. Tell me where she is..."

"Or something really bad is gonna happen." Grubber finished for her. Just as he said that, a big shadow falls over them. Tempest looks up unnerved and not scared. But Grubber lookup with wide eyes, gulps in fear and moves out of the way quickly.

"You think we're gonna fall for this again? I don't know what kinda scam you're workin' with Capper and the rest of your friends, but—" The massive fish Capper tricked before said as he stomps towards Tempest, who said in confusion on what he said. " 'Friends?' " "Poison or no poison, you're gonna pay!" The fish threaten before throwing a punch, which Tempest dodges and counters with a kick to the gut, which knocks him back, holding it in pain.

She then runs up to him and sweeps under his feet, grabs his tail with her mouth and leaps high up and throws him to the ground with a thud. The fish groans in pain as Tempest lands on the ground and cross one of her front legs in front of the other and smirks.

"Ohhhh, Fishman just got dropped!" Grubber yells out. Tempest approaches the fish, who moans in soreness as he looks up at her, and place her hoof on him. "Now... ...about this... "Capper"..." She said as she charges up her magic and smirks.

* * *

Back at Capper's place, Capper is laying on his bed while talking to Rainbow, Fluttershy, Pinkie and AJ. They were all talking and laughing as Four Arms listens outside. "Stop playin' me! A sonic rainboom? That's not a real thang! Is that a real thing?" Capper questions Rainbow at what she had said, who responds as she starts flying and gets ready to take off, which Capper stops before she could and starts walking away from them. "I'll show ya!" "Naw-naw-naw, I don't need you sonic "rainbooming" up in my place, thank you very much." His left coat sleeve, which had a tear at the end, was suddenly surrounded by a light blue magic aura that made his arms thrust out in front of him as a thread that is floating in the same aura sews the tear back up, good as new.

"Whoa, hey, hold up now. Whoa." Capper said in confusion, as Rarity approaches him with her horn glowing as levitates 2 gold buttons and placed them on his coat front. "Here you go. I do apologize. If we were back home, I could've done something truly fabulous." Rarity said as Capper looks at her with a confused face at the act of generosity.

"Okay... What's the catch?" He questions as he turns his back to her and walks a few inches away from her with a thinking face and a claw to his chin. Rarity responds back. "Nothing. After all that you've done for us, consider it a "thank you". Capper was shocked at her answers and adopts a face of guilt as he looks down the floor. "Oh. Uh, don't thank me. Really."

Four Arms was also confused as well. He is wondering why would these ponies completely trust a stranger, which reminds him of the time when he first met Charmcaster in New York. He trusted her and thought she was his friend at first, but later realize that she was a psycho who would want to hurt people because in her words: " _Nobody is innocent! They just haven't made fun of me yet!"_ She lied to him and tried to steal the Omnitrix, which she accident activates the shockwave defense protocol and accidently absorbs it's powerful energy with her absorbing spell that gives her the ability to morph into clones of Dan's aliens, male gender included.

But during a battle over the Golden Gate Bridge, she got so angry at Dan, that the Omnitrix energy overwhelmed her and mutated her into an amalgam of Dan's aliens. ( **Think Kevin 11's first monster form. But with Looma's body structure, has Charmcaster's silver with purple dyed hair and has purple eyes with purple Upgrade back.)** She tried to turn back to normal, but cannot. Ever since then, she hated Dan with a passion and blames him for turning her into a monster, even if it was her own fault. But as he thinks about her, Four Arms realized that he had not heard about Charmcaster ever since she got stuck in the Null Void and wonders if she had escape or not, Like Vilgax did.

He was snapped out of his thoughts when he heard Twilight called out. "Guys!" The others all gathered around a table as Twilight unrolls a map to show them what she had discovered while Four Arms listened carefully while peeking again. "We've been looking for the wrong queen! We don't need the Queen of the Hippos! We need the Queen of the Hippogriffs! Part pony, part eagle!" She exclaims as she points to a symbol with 2 flying creatures surrounded it over a mountain.

Capper strangely tells them that the Hippogriffs disappeared, which Twilight answers. "Oh! Oh, the Hippogriffs! Now, the trouble with that is... no one knows... where they are..." "Says here they're on the top of Mount Aris!" Pinkie then says and points towards the window. "You mean the mountain right outside the?" They all look out the window to see the mountain in the distance. As Four Arms quickly moves out of the way to avoid being spotted. He looks at the mountain, wondering if that's his next location.

Capper weakly jokes. "Objects in windows may be less mountainous than they appear. Heh heh heh..." "Let's go, everypony. Twilight said as she folds the map up and takes it with in her magic and heads towards the door.

"Wait!" Capper yells as he blocks the door with a panic look on his face, arousing their suspicion. "You can't—you can't make it by y'allselves. You need an airship! And lucky for you, I can get you a ride." Capper tries to smoothly persuade them to let him help more. But Twilight reject the offer as she lights up her horn and pushes past him towards the door." I think we can get there on our own."

She opens the door to see a humanoid naked mole rat wearing gold goggles, a black top hat with a red stripe, a dull red overcoat with a few patches, black pants with a dull yellow dress shirt. "Here's Verko!" He announced as laughs creepy with a freaky grin on his face. Twilight gasps in shock and backs away from the mole.

The mole told Capper as he shows a big cage on wheels parked outside. "These ponies better shoot rainbow lasers out their eyes if they're gonna settle your debt! Brought the big cage. Let's load 'em up!" The Mane 7 Gasps at what they heard, shocked at the idea of being sold, caged and treated like wild animals.

Four Arms glares in rage as he clenches his fists. Of the few people he hate, it's Traitors. Next to Bullies and Psychos. "If I ever get my hands on that cat, I'm going to turn him into anew skin rug!" He pounds his fists in response.

Rarity and Twilight glares and yells at the traitorous cat, who had a shocked-with-open-mouth expression. "You were... You were going to sell us?!" "I knew it! We gotta get outta here!" But as they all tried to leave, they all heard a familiar, evil chuckle that made them stop wide eyed with shrunken pupils as Twilight gasps.

They all remember that evil sound from the very pony that ruined the festival, invaded their home and stoned the 3 Princesses. Tempest appears from the side of the doorway with one of her guards, horn crackling while turning head sideways with an evil expression. "Silly little ponies." "Tempest!" Spike yipes in surprise while Fluttershy grabs a lamp covering and covers her head with it to hide from the very scary, broken-horned unicorn.

Tempest mocks the Princess as she enters the doorway with Grubber following her and passed Capper, who froze in fear at seeing The Storm King's most feared commander. "Trusting strangers? Big mistake. Big..." "Huge!" Just then, Verko steps in front of Tempest and grabs her face and looks closely at her, liking what he is seeing. " Hoo-hoo! My goodness! Well, look at you! With your scary broken horn and scowly eyes. What tricks do you know, my little pony-wony?" Tempest glares at the mole who is really trying her patience.

She narrows her eyes and charged up her lighting, which Verko looks in confusion. She blasts him with her lighting and made him all smoking and burnt as he weakly replies "Not bad." and faints on the floor. She then sees Twilight and the others escaping through the smashed window while she cries out "Go! Go!" Before joining her friends on the Windmill. Tempest glares and yells out to her guards as Grubber taints the fleeing ponies. "Get her now!" "You gonna be scared now, ponies!"

* * *

Twilight and Rainbow tried pushing with all their might on the windmill as the others holds on to the blades while a Tempest guard, who pokes his upper body out of the window stall, pushes in the opposite direction. Both parties pushed in the opposite directions as best as they could, not knowing the support for the fan was being stranded from the 'push of war'. Just then, the guard felt a tap on his shoulder, making him turn to see 2 red fists knocked him dazed. The ponies started to scream as the momentum from their pushing caused the fan to spin fast in a clockwise motion. Suddenly, the support beam broke and send the fan along with the ponies bouncing down the street.

Four Arms looks in shock at what is happening and realizes that he is losing his new friends. Thinking quickly, he uses his super jump ability and keeps up on the roof tops with the runaway fan. "I'm... gonna... be... sick!" He heard Applejack calls out every time they land on the street as they continue their bouncing chase through the streets. The ponies were flung from the runaway fan on to an elevated walkway with Rainbow and Twilight flying alongside the rest of them, Four Arms made one last leap over a wall. The fan keeps going and smashes into the walkway and destroys the boards behind the group of heroes, making them run faster. They leapt on to another walkway then jumps into a hole into a tunnel. As they left the tunnel, they all saw the airship docks with one parked in one of the landing strips. "We have to get there! To the docks! Hurry!" Twilight calls out to the others as they all made a left turn up a staircase.

But as they just made it to the streets and almost made to the air docks. They all gasp and skids to a stop upon seeing 6 normal Storm guards, glaring at them and blocking their path to the Airship. "What the?!" "Tempest must have brought more along with her!" "I don't think cupcakes aren't going to help us." Pinkie squeaks out in terror.

But as the guard were approaching them, Four Arms crashed in between them, blowing them back as he slams his fists on the ground. The ponies stared in awe as the massive alien rises to his full height. "What in thunderation is that?!" Applejack said as the alien answers "Four Arms." 2 guards recovered and charged at him while the alien did the same. Four Arms smacks them flying with four uppercuts at the same time as the rest stands up.

"Time to give these guys a hand, or better yet, four!" He then rears all his hands back and claps them all together, creating a powerful shock wave that blows them all away, send 3 smashing into the walls and slumped to the ground while the last 3 smashes into a stack of crates and send them collapsing on them. The Mane 7's jaws dropped in amazement while Fluttershy, Applejack and Rainbow Dash softly said. "Oh my." "Whoa nelly." "Dude." They all snapped out of their amazement when Four Arms called out to them. "Hey, come on hurry up!" They all remember the task at hand and starts to sprint once again with Four Arms following as they passed him.

They had just made it to the landing strip just as the ship starts to leave. Thinking quickly, Four Arms scoops up Rarity, Pinkie, Applejack and Spike under his left lower arm while grabbing Twilight, Fluttershy and Rainbow Dash under his right arms and kept running, much to the shock of the others. "Hey! What the?!" "What in tarnation!?" "What are you doing!?" Rainbow, AJ and Twilight yells in protest. "Hang on!" He then made a huge flying leap of the strip, he's face stoned and focused on the ship while the others on the other hand… "AHHHHHHH!" They were all screaming their heads off at the intense jump, well except for Pinkie who is screaming "WEEEEEEE!"

Just as they were about to hit the underside of the ship, Four Arms reaches out with his upper arms and grabs hold the ship, thanks to his super strong grip. Most of girls and Spike were hyperventilating while Four Arms starts climbing up to the deck. He vaults over the railing, seeing a a pile of cargo that was lucky big enough to hide him and the others. He quickly ducks behind him and let's go of the others, who had just finished recovering.

"Best... escape... plan... ever!" "WHAT?!" Twilight yells in shock at what Pinkie had just said. Four arms quickly place his left hands on their mouths, while Spike shushes and points over the cargo to a couple of shadowy figures. "Did you hear something?" One figure said to the other, who squawks back like a parrot. "Eh, probably just the rats. If we find 'em, we'll eat 'em." The other figure said and walks way with the other one following him. The Ponies and Spike look at each other with discomfort faces while Four Arms narrows his eyes at the figures. "Rats?"


	7. Chapter 7

Ch. 7 Time to be awesome

Back on Earth in the forest where we left Tetrax with Max and Kate, he had just explained to the 2 what happened to Dan. "By the time I regained control of my ship, the vortex was already closed. I was barely able to land back here in Bellwood." "So, you just abducted him!?" Max said in disbelief at what had happened to his grandson. Tetrax corrects Max at what had happened. "He Volunteered. In fact, he seemed eager to leave Earth."

"He was grounded." "As in, confined to quarters?" Tetrax questioned on what Max had told him. "Why, what did he tell you?" "Knowing my brother, anything to get out of doing homework." Kate said in annoyance, having a feeling that this is one of Dan's hair brain ideas. "No, it's more than that. He said he wished he never come back from our summer vacation. Now your parents are worried sick." Max said in sadness then turned serious, remembering what Dan had told him during their video chat.

Tetrax then had a realization with Dan's lying and spoke to the 2 humans. "I had a realization. If Daniel lied about his grounding, then he must've lied about the Omnitrix as well. Apparently, it is suffering a malfunction." Max then groans and rubs his temples with his fingers. "What did Dan do to it this time?" Already feeling a headache coming on from his grandson's habit of messing around with the alien watch, even when he is told not to.

"I don't know, only thing I do know that it was making a strange beeping noise for some reason." Tetrax explains to the others. "So, we don't know where that blue portal spat Dan out and his Omnitrix is broken again. Fantastic." Max Said in dismay at the current situation.

Kate decided to do her searching spell again, only around where the vortex was. She places he index and middle fingers on both side of her head and concentrated with her eyes close. "Hey, I'm getting a slight reading of Dan from the portal's residual energy" Both adults turned their attention on the young sorceress in training. "Hold on, need to focus a little more… Wait… So that's where Dan is!"

"What?!" "Where?!" Tetrax and Max said respectively, hoping to get some answers. "Apparently, that portal sent Dan to an different dimension, like the Null Void, but much nicer and lesser monsters. It's also a magical realm as well, that's why there was a portal to it in the first place." "Really? Hmmm… Interesting." "But the being that made that vortex, is whoever it good or bad?" Tetrax said in interest while Max questions on the person who made the wormhole.

"I can't tell who or what they are, all I know that they are powerful yet kind and good. Apparently, they somehow learned of my brother's exploits and made the portal to bring him there to meet him." "So, that's why they made that wormhole, they just want to meet him?" Max questions at what her granddaughter has just said.

"Yes, but something happened when Dan was falling through the vortex to the other end. A stray orb of magic accidently hits the Omnitrix, activating something called a 'Randomizer Function'. That's all I could get before Dan fell through the other end, disconnecting him from my memory spell." Kate said as she opens her eyes, reveling them to be glowing blue. "Okay, we know where he is and how did he got there, but that still does not answer how are we going to get him home or what's this 'Randomizer Function' is." Max said, reminding everyone of the problem.

Tetrax then turns back to his ship and starts walking towards it while calling out to the humans. " In This case, we'll have to divide. I'll head towards Galvin Prime and try to contact Azmuth about the situation, while you 2 waits hear on Earth in case he finds a way back." "O.K." Max approves of Tetrax's plan as he and Kate, who's eyes turn back to normal, watches him heads up the ramp.

Just as Tetrax made it inside, looks back and calls out. "If you do see him before I can find him, tell him this. 'You're my ally and friend, nothing will change that. But my trust is something you have to earn back.'" "I will tell him that, after our long talk about honesty." Tetrax nods at Max's lecture as he enters the cargo hold as the ramp closes behind him.

"Come on, Pumpkin! Let's head home and explain this to your parents. We'll wait for Tetrax's message and hopefully Azmuth there." Max said to his Granddaughter as he heads back to the Rust Bucket. Kate follows him for a bit, but stops and looks back at Tetrax's ship as it was preparing for takeoff with a concern look on her face. "I hope you're okay, twerp." Kate said to herself, worried about her brother's safety even if he annoys her to no end. She then sprints back to the Rust Bucket to catch up with Max, Just as Tetrax's ship blasts off to space.

* * *

Meanwhile in Klugetown's air docks, Capper was thrown on to a landing strip in front of Tempest. Capper opens his eyes to see Tempest's shadow and widens them in surprise. He looks up to the owner of the shadow with a look of fear on his face as she questions him with a brief charge of her stump horn to remind him of the consequences for refusing. "Now... where are they going?"

"Okay. No need for violence. Uh, they're headed..." Capper said as he stands and dusts himself off, pointing in the direction they were going and was about to sell them out again. Just as he was about to answer, he caught a brief shine of one his coat's gold buttons and looks down in shock. He realized that the ponies, especially Rarity, were the nicest group he had ever met, even the weird alien hero he only know for a few minutes. He realized that he made a huge mistake trying to sell them to Verko and don't how to make it up to them as he thought about what he did to them as he looks down with face of guilt.

But suddenly, he got an idea, it was risky, but it was the only way to redeem himself. "They headed east! Yeah, to... to Black Skull Island." He said as he points in a different direction away from where they are heading. Tempest and Grubber looks at each other, wondering if he is telling the truth or not. "So, uh, glad I could be of service to His Majesty, the Storm King. I'll just be on my way." Capper said as he tried to leave from the group, but was stopped by Tempest's guards, letting a cat yowl in surprise. He turns back to Tempest who told him.

"When I get my Princess. Until then, your fate is still... up in the air." She smirks at her little joke as Grubber laughs and rubs his hands together while his boss heads into her ship. "Oh, your gonna go into the ship! Which is a boat! Specifically, an air-boat!" Grubber comments as head towards the ship as well.

One of Tempest's guards pushed Capper pushed him forward, ordering him to get into the ship as well. He moves as well, sulking as the guards follow him as well. "We make a great team. I love it how you said his faith was "up in the air", and then I said, "you're gonna be in the air on an air-boat!" Grubber said out loud as he walks side-by-side with his boss.

* * *

Back with Dan, Twilight and the others, who introduces each other during the ride, the ship they had just stowed away on breached through some gray clouds and blows it's foghorn. Applejack and Rainbow Dash peeks out of their hiding place to see a bunch of bird-like biped creatures with bird claws and feet, they all have no wings on their backs or arms, but they beaks and green feathers, except for one, who is pink, female but overweight. They all have reptilian-like tails with feathers on the end sticking up. They all wear uniforms with the Storm king's symbol on them.

One of them stops in front of the 2 ponies to belch and scratched his butt. Rainbow stick her tongue out digest while AJ cringed. "Whadaya think, Twilight? Should we just... ask 'em to take us?" She asked Twilight, who was looking at the map, and turns to answers her, much to Four Arm's understanding. "Last time we trusted somepony, he tried to sell us!" Four Arms decide to peek out, looking around the deck and crew as he tries to think of a plan.

But just as he opens his mouth… BEEP BEEP BEEP BEEP He looks in shocked as the others looks at him with wide eyes. He looks down to see his Omnitrix dial beeping and flashing green, signaling a time out. "Oh man!" "Dude, what are you doing!?" "For apple's sakes, shut that noise off!" "Oh dear, oh dear, oh dear!" "Not a good time for a beeping party!" "Are you trying to get us caught?!"

Four Arms said his phrase for when things went from bad to worst while Rainbow, AJ, Fluttershy, Pinkie and Spike quietly berate and tried to silence his belt. "Hey, where's that noise coming from?" One of the bird guys said out loud. Twilight turns and tells Dan to be quiet.

"Dan, try to silence that noise. It's going to get us caught." But before Four Arms could reply, a bright green flash of light engulfed him, blinding his new friends and alerted the crew where they where are. The flash died down as the Mane 7 regained their vision and looks at their alien friend, only to gasp in wide eyed shocked at what they are seeing.

Dan was wondering why they were shocked, when he noticed his vision is green and looks very hi-tech, like an alien scanner. He looks down at his hands to see them with 4 digits on each of them and has circuit patterns on each of them and his arms. "Upgrade!? Give me a break!" "How…. How did you-" Twilight questions Dan what had happened when suddenly, the box hiding the Mane 7 was lifted up. The group turned and gasps in shock upon being found out.

Upgrade, thinking quickly, morphs into a puddle and slithers away from the others undetected and into another pile of cargo and peeks out. "Hey, guys! Come check this out!" One of the birds calls out to the others. Another one that has an eyepatch over his left eye and red feathers on his head for hair, covered by his hat, looks over them and said to the others. "Looks like a pack of stowaways." "What are we s'posed to do with 'em?" The overweight female questions as she scratches her chin with a fork as a bird that has a metal beak and spinning eyes squawks at them.

"I think we tie 'em up!" "We clip their wings!" "Nah., We scar 'em... ...emotionally!" Applejack, Rainbow Dash, and Rarity gasps at each respective punishment while Fluttershy sobs a bit. While that was happening, Dan was trying to figure out a way to save them as he looks around, hoping to find a piece of machinery to use. He then looks up at the blimp part and gets a risky idea. " I hope Upgrade can pull this off, otherwise it's bye-bye to the princess and the others!" He then leaps up to the rafters above and starts to merge with the blimp's pully system, giving it a green with black stripes and black with green stripes look while the Omnitrix symbol appeared on the central pully.

Just then he heard one of the birds said to another. "Wai-wai-wai-wait. What say the book, Captain Celaeno?" Just then, another female bird shows up. This one is tall and slender like a human woman, she has light creamy color feathers while having light yellow green plumage on both head, covered by a bandana, and tail. Her eyes are a rose-colored pink with a beauty mark under her right eye. But her most unique feature is that her right leg is replaced with a wooden peg leg.

She stops in front of her crew and the stowaways as she opens a big book with the Storm king's symbol on the cover. "Storm King's rule book says, "Throw them overboard." The Mane 7 widens their eyes in shock at what they heard as the eyepatch bird pulled a green and black-striped rope to make a plank popped out of the side of the ship. The birds all gathered around the ponies and reached out to grabbed them and throw them overboard. Some of the ponies and Spike were scared while a few got into a battle position, not wanting to go down without a fight.

Suddenly, the ropes from above lashed out like snakes and starts grabbing the birds, much to their shock, and starts lifting them up in the air as Twilight and the others looks in surprise. "What the?!" "What's going on!?" "The ropes are alive!" The 2 male and plump female birds cry out respectively. Just then, Upgrade's head appeared from the rope that has Celaeno, who gasps in shock at seeing the Galvanic Mechamorph.

"What's the matter, feather brains? Never seen a ship come alive before?" "Dan?" He turns back to the ponies as Twilight calls out to him. "Who else?" He responded back and turns back to Celaeno. "OK, 'Captain'. Here's the deal-" But just as he said that, a whistle was blown from a nearby clock that had struck noon. "All right! That's lunch!"

* * *

"What?" "The heck?" Twilight and Dan said respectively as they sudden found themselves inside at large table with everyone else with Celaeno on one end while Rainbow Dash and Dan, who is somehow back in his humanoid shape. He and Rainbow Dash looks around the room, which is filled with Storm king stuff, and to the others, confused at what was going on. Dan looks down at his slop, which is what everyone is eating, having a bit of a nostalgic moment as it reminds him of Grandpa Max's cooking. Rainbow and Dan looks around in confusion.

"Whoa whoa whoa! So, you were about to toss us overboard and you stopped for a lunch break?" "What's you're game lady? And don't try any funny business or you're tail feathers are so going to get pummeled!" Dan said as he stands up and socks his fist into his palm. Twilight gives them both a look, telling them to shut up. "Storm King only allows one break a day for meals, then it's back to hauling goods." The birds with a metal left claw replacing his hand, who's name is Boyle, answers.

"So, you're delivery guys?" Spike questions as Celaeno answers in a depressed tone as she plays with her food a bit. "And gals. These uniforms aren't exactly doing us any favors." She gestures to her current outfit. "Then can you deliver us to Mount Aris?" Twilight hopefully questions as she levitates and points at her map. Celaeno answers as she shows the rule book. "Sorry. We do what the Storm King orders or we suffer his wrath." "Right. Still going overboard." As she looks down and sighs.

"So that's the Storm king?" Dan comments as he looks at a poster of their boss. "Pfft, that is one ugly monkey! Seriously, he looks like a king, only way uglier." He jokes making Pinkie, Spike and Rainbow Dash laugh out loud while Twilight and Applejack chuckles, Rarity and Fluttershy left out and just looks at him. The birds look at him in slight surprise at what they had just heard. This strange thing just insulted their boss. Celaeno questions him.

"You're not intimidated by him?" "Lady, I faced a REAL Warlord 10x worst then this chump. His name is Vilgax, but I call him Squid face." Dan comments, gaining all their attention. "Why do call him 'Squid face'?" "Because he has an octopus for a head, tentacles and all. " Dan answers AJ's question. Pinkie starts giggling at his joke.

"Oh, I get it. Squid face!" She starts laughing for a bit. "Well, the Storm king wants to conquer and rule the world, what make this Vilgax guy worse?" The bird with the eye patch, whose name is Mullet, questions. "He wants to do the same thing, except instead of the world, He wants to rule the entire Universe! He conquered 10 worlds, destroyed 5 others with millions of people on them and created a Black hole! From what i've been told and readed" He exclaims loudly, making everyone stared at him in wide-eyed shock, even Celaeno's spoon slips out her grasp and fall into her slop with a plop. "Whoa!" Spike said, shocked at what he had heard. Twilight looks in shock and fear at what she had heard.

She realizes in horror that this Vilgax is eviler than anyone she and the others had ever face. Worst then Nightmare Moon, Queen Chrysalis, Tempest and the Storm king, even Tirek himself. "If what you said is true, did you ever stop him?" Twilight answers in hope that Dan ever stopped him as the others listens in rapt attention.

"Well you're gonna need to be more specific. There was the time I blew him up in his ship, the time I zapped him into a dimensional prison, the time I kicked him out into space and the time I blew him up in a sewer. See how's there a pattern?" Upgrade listed off as the others looks in awe at what he had done. "You seriously blew up a warlord?"

"Yup, twice." Upgrade answers Celaeno question as he lifts his left hand with his index and middle finger showing out. "Dude, you are officially awesome!" Rainbow Dash phrased him as the others all thought the same thing. "Thanks, but I'm wondering? Have you all always been delivery birds? Or did you have another job before?" Upgrade questions to get back on topic of Celaeno and her crew.

Celaeno responded back as she looks at the Storm king poster. "Yeah. We used to be much more adventurous." She peels it back to reveal a black flag with skull and crossbones on it. "Ooh! I met that guy in the desert!" "No, Pinkie, that's a pirate flag." Upgrade corrects Pinkie as Rainbow Dash questions, stunned at this revelation. " Whoa! You used to be pirates?!" "As in, the swashbuckling, treasure hunting, adventure seeking, pirates?"

"Yep, that's the one." "Mullet answers Upgrade, who comments back. "Cool." The metal beak bird, named Squabble, squawks while the other Female bird, named Lix Spittle, nods her head. Rainbow Dash gained a determined look and stands up, gaining everyone's attention "You birds have a choice to make. You could let some cloven-hoofed Storm King tell you how to live your lives, or..." She rips the Storm king poster off and presents the flag. "...you could be awesome again!" "Rainbow Dash, this really isn't a good time for a—"

Twilight tries to tell her, but was interrupted when Rainbow Dash started to sing. "—song." "Is she seriously singing?" Twilight facehoof while Upgrade said out loud, not believing what he is seeing. Rainbow Dash was singing, trying to get the pirate's confidence back. At first, he thought it wasn't going to work, but when he was dragged out onto the deck with the others midway through the musical number, he looks in disbelief at the crew singing and doing pirate things as well. "I don't believe it."

[Rainbow Dash]

 _Things don't work out quite the way that you thought._

 _Feeling like all your best days are done._

 _Your fears and doubts are all you've got._

 _But there's a light shining deep inside._

 _Beneath those fears and doubts, so just squash 'em._

 _And let it shine for all the world to see._

 _That it is time, yeah, time to be awesome._

[Ponies]

 _Ah, ah, ah-ah, awesome! It's time to be so awesome! Ah, ah, ah-ah, awesome! It's time to be so awesome!_

[Captain Celaeno]

 _You've no idea how hard it's been._

[Ponies]

 _(It's time to be awesome!)_

[Captain Celaeno]

 _This dull routine we've been forced to do._

[Rainbow Dash]

 _Don't let them rob you of who you are. Be awesome, it's all up to you._

[Captain Celaeno]

 _I feel the light stirring deep inside. It's like a tale still yet to be told._

[Ponies]

 _(It's time to be awesome!)_

[Rainbow Dash and Captain Celaeno]

 _And now it's time to break the shackles free._

 _And start living like the brave and the bold!_

[All]

 _It's time to be awesome!_

 _Let loose, be true, so awesome!_

 _It's time to be awesome!_

 _Go big, be you, so awesome!_

[Mullet]

 _We used to soar through the clouds in the skies._

[Lix Spittle]

 _Elaborate schemes we would love to devise._

[Boyle]

 _We rescued our treasure and stored it away._

[Captain Celaeno]

 _Saving those gemstones for a rainy day._

[All]

 _We see that light filling up our skies._

[Rainbow Dash]

 _So, take the Storm King's orders and toss 'em._

[All]

 _'Cause it's the time to let our colors fly._

[Captain Celaeno]

 _Hey, scallywags, it's time to be awesome!_

[All]

 _Hey! Hey! Hey! Hey!_

"Come on! Let's show these little ponies how it's done!" Celaeno called out to her crew from the wheel of the ship, who are all back into their pirate outfits. The 4 members pulled hard at some ropes, making huge colorful rainbow feathers appear at the top of their ship. The Mane 7, except for Twilight who was busy looking at the map, all oohed and awed at the ship's beautiful feathers.

Upgrade looks up as well and, although he does not have a face to make expressions with, was amazed as well. "Okay, I admit, that looks cool too!" Rainbow Dash told Captain Celaeno. "Awesome! I knew you had it in ya! And now for the finishing touch!" She then shots up into air as everyone looks up at her, excited for this "finishing touch".

"Rainboom! Rainboom! Rainboom! Rainboom!" Pinkie cheers out as Twilight walks toward the group with Upgrade following her. They both looks up into the sky to see Rainbow Dash zipping up high. "No no no no no! No!" "What on Earth is she doing!?" Twilight panicky said with look of fear on her face while Upgrade questions out loud at what Rainbow is doing up there.

Rainbow then made a huge nosedive, picking up speed as dive towards the ship. As she was getting faster, a white cone starts forming around her as small rings of rainbow burst out rapidly. Just then… BOOOMMM! A huge rainbow shockwave exploded in the sky. "Aw Yeah!" Rainbow cheers in excitement as a rainbow trailed behind her.

She then loops de loops around the ship, making it covered in rainbow rings. As all the others watches in amazement, Twilight facehoofs again and groans. "Okay, that is awesome, but we are in so much trouble now." Upgrades said in dread, realizing that the bad guys most defiantly saw that Rainboom.


	8. Chapter 8

Ch 8: Jumping ship

Grubber is licking his lips at the slice of cake he is holding in his left hand while his right one is holding the wheel to Tempest's ship. But just as he was about to eat it, a distant noise and colors got his attention, making him drop his cake and looks at the source. Tempest approaches the side to a huge rainbow ring, clearing the clouds away with a ship in the middle in it. Grubber looks in awe as Tempest stares in wide-eyed surprise.

"Look at that Rainbow! Look at that Rainbow! Whoa, that's so cool!" Cappers in amazement as Tempest smiles at their foolish move. "Yeah. Of them to alert us. Funny, though." She said as she turns to Capper, realizing that he lied to her early. "They don't seem to be heading to Black Skull Island." "Like "ha ha" funny or... ha ha..." Capper tries to lighten the mood, but Tempest ignores him and pushes Grubber of the wheel, places her left hoof on the throttle and slams it down forward. Her ship starts accelerating and turns towards Celaeno's ship with the other 4 following her's.

* * *

Back with our heroes, Rainbow Dash and Captain Celaeno are engaging in a friendly sword duel with the others watching. As Celaeno chuckles, she was alerted by Squabble's squawking and a bell ringing. She turns to see him pointing at something. She turns to see Tempest's ship and 4 more breached through the clouds, coming for them. "Storm guards! Looks like they found you!" She calls out to her passengers. "Tempest!" Twilight calls out in panic. "Secure the rigging! Lock down the cargo! Everyone, prepare to be boarded!"

"No!" She stops giving orders as everyone turns to Upgrade, who is looking at the approaching ships. "What do you mean, "no"!?" Twilight questions him as everyone else looks in confusion. He turns and answers them. "I mean, we're not being boarded, we're going to fight back!" He punches his palm as everyone else looks in shock at his suggestion.

"But how? Our ship doesn't have any weapons!" Mullet questions as Celaeno nods. "Then it's time for a major Upgrade!" Before anyone can comments, Dan leaps up to the wheel of the ship and lands near it. He then starts merging with it and starts spreading through the ship, giving it his black color with his circuit design.

Everyone else gasps in amazement as they look down at floor as it starts changing colors, Upgrade then spread to the top of the ship, feathers and all. He then starts pulling the bottom part up into the top as he retracts the feathers. Everyone though they were about to be crushed when a big hole opens above them and pulled them in.

Upgrade then starts enhancing and modifying the ship to his mind, making 2 large short turbine engines appear at the back with a long one in the middle for each set, making 6 engines. Two wings appear out of the upper and lower engines, the top set bigger then the lower set, spread in an x-style. 2 fins popped out of the back of the ship on top of it, while the body style remained the same, with exception of the bird figurehead being replaced with a round front with a glass window spread across the front. 2 fins with laser guns emerged out of the bottom of the front and pointed forward as a big Omnitrix symbol appeared on the middle of the sides. [ **Think of the Starship Phoenix from Ratchet and Clank movie, but with Upgrade's OV color, about the size of Celaeno's ship and the Omnitrix symbol replacing the Galactic Rangers symbol.]**

* * *

Everyone inside the ship's new bridge all looks in amazement and confusion. "Whoa… what has happened to my ship?" Celaeno questions as she walks towards the new and improved wheel to her ship, which is 2 bent handlebars, with a button on top of the right one, that are connected to the center of the wheel which had the Omnitrix dial on the middle, with everyone following. Suddenly, Upgrade's head popped out of the wheel, freaking them out.

"Ahhh! Don't do that! You're freaking us out!" Spike said in shock. "Celaeno, take the wheel! Twilight, Rainbow, AJ, Spike, Mullet, Boyle, Lix Spittle and Squabble, get on the gun turrets!" Upgrade orders as 8 chairs appeared below the group of 8 and made them sit down, all making yelps of surprise. The chairs then divided in to groups 2 with 4 on each one, then moves to the sides of the ship and slides them back with the bird crew on the right side and the ponies and dragon to the left. They all turned to the walls as holes open and they all slide in, just as windows and gun barrels emerge on the sides of the ship, 4 on each side underneath the hourglass symbol.

"Okay… What are we supposed to do?" Rainbow said in confusion as she looks at the stick on her left, a big green button on right side of the chair arms and out the window in the sea of clouds. While the ponies have those kind of controls, Spike and the birds have 2 sticks instead with a green button on top of the right one. Just then, Upgrade appears on a monitor that popped up in front of each gunner. "Gahhh! Stop doing that, dude!" Rainbow said in shock. "Everyone, use the sticks to aim and push the button on your right!"

The 8 gunners start using the controls to move the barrels, those with opposable thumbs moved both sticks around while the ponies use the left ones grasped in their fore hooves. They all pushed the buttons to see a burst of green laser fire from each of the turrets. "Whoa! What's the plan?" "Celaeno steers, You guys aim and shoot, I work the mechanics. Fight fight fight. We win!" Upgrade answers Twilight question. Celaeno smirks and said to him. "I like the way you think, Dan! All hands, battle stations!" She called out as she turns the wheel to the right to face the Storm ships.

As the upgraded ship approaches the storm fleet, the gunners get ready to open fire once they get them in their sights. The 2 ships on Tempest's left starts to engage as the other 3 stay behind. Cannon ports on both storm ships open, preparing for battle as well. "Here they come, maties! Open fire! Just try not to hit our wings by accident." Cealeno adds in to her order. Both gun sides start blasting away as the storm ships return fire with rabid fire cannon balls. Explosions filled the sky as the lasers blasted the cannonballs out of the air, as few of them passed the enemy fire and hits the ships, damaging them.

As the Pirates whooped and hollered in excrement at fighting back, the ponies and Spike were yelling out words of excrement. "Yee-haw!" "Aw Yeah!" "Awesome!" "Woo-hoo!" AJ, Rainbow, Spike and Twilight cries in exactment as they all kept blasting away. A few cannonballs made it thought the laser fire, but Upgrade was quicker and activated a green forcefield around the ship and blocked the explosive artillery. After a few more shots, the blimps of the storm ships catch fire and starts hurtling down as the 4 storm guards that piloted each one abandoned ship and parachuted down.

* * *

Tempest stared in wide eyed surprised at what she is seeing. Somehow, Cealeno's ship had suddenly been engulfed by a black color with weird green lines all over it just as she and the others approached and prepared to board it. Then to her shock, she saw the ship morphed and transforming into ship, years ahead of any technology she knows of. She thought of how is this possible, is the Princess reasonable? Or is there something else that she does not know of.

She snaps out of her thoughts after hearing an exploding sound and turns to see the ship had taken down 2 of her own and is engaging the other 2. Deciding to put her question on what had happened to side, she growls and starts charging up her horn and aims it at the heroes' ship as it was heading towards the other 2, head-to head.

* * *

As Cealeno was steering the ship, heading towards 2 other head-on, Upgrade spoke to hear making her looks down in surprise. "You know, the turrets aren't the only weapons we have. See the button near your right thumb?" "Yes." "Push it." Upgrade orders as she did just that. The 2 fin-guns then fires 2 powerful laser beams the blasted through the blimp parts clean and send them both crashing down bellow with their crews jumping ship. "YAAAAYYYYY! Take that, you, meanie mean pants!" "Huzza!" "Yay us." Pinkie, Rarity and Fluttershy said in joy while Cealeno laughs in merriment. The gunners all cheered at beating the Storm Guards while the ponies and Spike praised Dan, now knowing that with him on their side, they can defeat The Storm king and Tempest Shadow.

But just then… "AUGGGGGGHHHH!" "Ahhhh!" Cealeno cries in surprise at Dan's yell of pain as blue lighting surged through him, severing damaging because of the Galvanic Mechamorph's weakness to electricity. As everyone in the turrets looks in shock at the lighting crackling around them, with Pinkie, Rarity and Fluttershy at the bridge holding each other in fright, the gunners are suddenly retracted from their stations in surprise and the chairs disappear from under them, making them dropped to the floor. "Dan! What's going!?"

"Lighting… really hurting… It's Upgrade's weakness..." Dan groans in pain as she Answers Twilight. "Wait!? What!?" "Lighting's yall's weakness!?" Rainbow Dash and AJ cried out in shock at the revelation. Suddenly to everyone's horror, Upgrade starts unmerging with ship, morphing it back into it's original state in the progress. Upgrade morphs back into his humanoid form and lays down of his back on the deck as blue lighting crackles a bit over him as he cringes and lightly groans in pain. Everyone is looking down in shock and concern at their alien friend's well-being, until Squabble squawks and points at Tempest's ship that is approaching them from the left side.

"Back to the boarding plan, lads!" Cealeno orders out as Boyle opens the hatch to below deck, while AJ, Rainbow and Fluttershy carried Upgrade down on their backs. Once down in the hull and after they set Upgrade down while Boyle shuts the hatch, Twilight activates her horn and casted a healing spell on Upgrade, reliving him and getting rid of the small lighting as he sits up and turns to her.

"Gahhhh… Ahhh… Thanks Twilight. That feels so much better. I can't believe they got the drop on me!" Dan thanks Twilight as he curses himself for forgetting Tempest's ship. AJ pats his back and smiles at him. "It's okay, sugarcube. You did a banged-up job back there!" "Yea, that was so cool that thanks to you and your powers, we took down 4 storm ships!" "But it's okay Dan. We didn't expect that energy blast from Tempest as well." AJ, Spike and Fluttershy comfort and praised him for what he had done before.

Rainbow Dash looks sheepishly as she realizes at what had caused Tempest to find them in the first place. "Ya think she saw my sonic rainboom?" Twilight and Upgrade looks at Rainbow with signs of annoyance on the Princess of Friendship's face as she facehoof yet again. "Are you kidding me?!" "What on Earth were you thinking, Rainbow!?" Upgrade yells out at the multicolored-mane mare who was tapping her front hooves together in a guilty fashion.

"I thought no one would mind." "Wouldn't mind!? Getting caught and chained!?" Upgrades scolds her as he places his hands-on top of his head in frustration. "Do you even think about half the stuff you do before you do it!? Uggg… Great, now I'm talking like my sister!" Upgrades groans in annoyance as he facepalms. "I just want to get everypony excited, that's all. I'm sorry." Rainbow apologies, wanting to explain why she did it.

"Oh, is that all. Getting everyone excited. I'm sure nothing is more exciting them making a giant sign that says: 'Attention, all evil commanders. We have found the runaway princess you are looking for. To find and kidnap her, just look for the GIANT RAINBOW RING AROUND THE SHIP SHE IS HIDING ON!" Upgrades mock states then yells at her why making a sonic rainboom was a bad idea at the time.

Suddenly, a harpoon smashed through the wall on their right, making them all stumbled to the left into crates of Storm king merchandise by the sudden force. The harpoon then starts reeling in Tempest's ship as the commander herself was standing by on the bow. Just as the ship pulled up, Tempest, Grubber and her guards all leap onto Cealeno's ship with some grunts.

The 4 villains stood up and stares at the pirate birds as Grubber took a bite of his cake. Cealeno gasps slightly with shrunken pupils at the sight of the fearsome commander. Tempest stars walking past the captain while demanding. "Where is the Pony Princess?" ""Princess"? Prin-Cess, Prin-Cess... Nope. All we're hauling is Storm King merchandise." Cealeno said as she points to Squabble who squawks while holding a Storm King bobble head. Tempest, however, was not convinced as she warns them of the consequences of lying to her. "You do realize that if you were to shelter fugitives, the Storm King would be quite... explosive." Cealeno gulps at the thought of experiencing the Storm King's wrath.

* * *

Twilight was scared and turns to her friends while whispering. "We have to get off this ship before they tell Tempest we're here!" "We helped them get their mojo back! They're not gonna give us up!" Rainbow reassures, knowing the pirates will never sell them out after what they had did to them. Twilight looks at her friends, seeing Rarity hyperventilating while Spike tries to calm her down, Fluttershy is cowering behind a crate, Applejack is placing her hat over face while leaning against a crate like she is giving up while Pinkie is climbing above into the crate and stumbles in.

Twilight gives a sigh on annoyance, while Upgrade was trying to figure out a way off. He noticed the trap door he and Twilight are standing and realizes he can pen it with the lever next to it, but he remembers that they are currently a thousand feet in the air. As he was tapping under his chin, he looks down at the Omnitrix symbol. He then remembers that he switches to a random alien instead of human form after every timeout warning recently. He then gets the idea of using his Omnitrix malfunction to his advantage.

"Guys, gather around, I got an idea!" he said to the others, making them all group around him. Tempest was getting impatient as she starts closing in on the pirates with her 2 guards. "Now, I'm gonna count to three, and if you don't tell me where they are, your ship is going down. One..." As she is starts counting down, Upgrade grabs hold of his friends under left arm while clenching his right hand into a fist. "What are you doing!?" Rainbow questions the alien kid hero. "...two..."

"Oh, this is intense!" Grubber comments on the side as he watches the 2 groups stare down at each other. Cealeno grips the sword in her belt, getting ready for a fight. "Three!" "Time of an air drop!" Tempest turns around at the weird voice and the screaming that was coming from behind her. She looks at the hatch in confusion. "What?" while Cealeno sighs, silently wishing her new friends good luck.

* * *

"OH, FOR CELESTIA'S SAKE!" "THIS IS YOUR IDEA!?" Rarity called in frustration while Twilight yells at Dan, who is falling in front of the falling group, along with some Storm King stuff, with his limbs tucked in, not wanting to active Upgrade's glide ability my mistake. Just then, his Omnitrix dial starts beeping again, signaling another alien change.

While that was going on, Pinkie was starting to laugh and shouting "Whee!" while Fluttershy saw the ground rapidly approaching them. She shields her eyes with wing and curls herself up. "I can't look!" Rarity is screaming her head off until she notices a mirror floating past up her. She stops to admire herself for a few secs and resumed screaming with hoof over face in a dramatic style while AJ rolls her eyes at her friend's vanity.

"Come on, Omnitrix! Stinkfly or Ghostfreak! Stinkfly or GhostFreak! Ether one would be useful now!" Dan calls out just as a flash of green light engulf him, this bigger then other ones. All the other kept falling until they all bumped into something, they all looked at what they had hit and gasped in amazement at what they are seeing. "Way Big?! Way cool!" He shouts out in excitement. It may not be Stinkfly or Ghostfreak, but Way Big was good too.

He then positions his feet down and lands in a crouch in a forest, making a huge shockwave that blew the trees off the ground and made a crater from his landing. He then stands up and looks on the group on his right shoulder blade, who are all walks until they get into a stable position with out falling off and looks at him at awe once again. "Whoa! You're a giant now!?" Rainbow Dash questions in shock as Way Big answers back.

"Duh. Why do you think I call this form Way Big? You all okay, by the way?" He asks them. "Phee-yew! We are thanks to you, partner!" AJ thanks him as others does as well. "So, what was that green flash back there? And how did you transform into a giant? Are you some kind of special Changeling?" Twilight questions him as he responds back. "Well, I'm kind of. It's a long story. But let's go find those bird ponies!" "Hippogriffs." "Them too!"

"That was fun! Can we do it again?" Pinkie asked while everyone decide to not answer her question. "Next stop: Mount Aris!" "We're home free!" Way Big said, while Twilight cheers out, walking towards their location, which he can see across an ocean that he can pass because of his size, making rumbling sound with each footstep he makes. While walking he decide to ask some questions on his mind. "Hey Twilight, about this Tempest. Who is she? And why is she after you in the first place?" "Oh, I am glad you ask, Dan. You see it all started back in the Kingdom of Canterlot-" "Canterlot?" "It's capital of Equestria. Now, there, me and my friends were setting up the very first Friendship Festival…" Twilight begins her tale as Way big continues on, listening to her as he walks.

* * *

Back on Cealeno's ship, a few Storm Guards were smashing and rummaging through the cargo, trying to find Twilight and the others. While that was happening, Tempest was approaching Cealeno and her crew along with Capper as he guards watch, both armed with spears and shields. Grubber then walks up from the storage deck and holds out and inspects a cupcake that Pinkie accidently dropped. "There's no ponies. But I found this. It's a… kind of cupcake… with sprinkles… Oh, yeah, and I found this, too." He then holds out Twilight's map that had a red path with an x on Mount Aris that is surrounded by la few little hearts and a cartoon Pinkie.

But what caught Tempest's eyes was the little cartoon doodles of a humanoid black and green blob creature and a red four arm creature in the upper left corner of the map that matches the description of the guards that she found beaten and knocked out back in Klugetown, both wearing the same mysterious hourglass symbol symbol on the side of Cealeno's ship when it was changed and fought back against her fleet.

She sees some writing underneath the 2 doodles that says, 'Dan is the best hero ever.' She realizes that the princess has made friends with this 'Dan' character and is apparently powerful enough to remodel and upgrade a ship in a matter of secs and take down a patrol of Storm Guards with ease. She them made her decision, as she take the map from capper and look closely at it, that when she captures Twilight, she will find out everything about this 'hero' from the Princess of Friendship herself.

"Wow, this is a real artist!" Grubber comments as he munches on the cupcake. "Looks like they're heading to Mount Aris." She says in realization as she looks at the con-cat, who is stammering and laughing nervously at being caught. "Really? Mou- Mount Aris? I... Well, that's my mis— I didn't know that... Mount Ari... My bad, I didn't... That's my... I'm sorry, I'm very very sorry."

Just then, a creaking sound got there attention, making them turn as Tempest notices one of her guards is wearing some horse shoes with the Princess of friendships' symbol on it. "Where.. did... you get... _those?"_ "Oh, these? I got these back at the Festival. And i don't know... I think they look kind of dashing." Tempest facehooves and starts approaching the creature. "I've got 24 hours left to get that... _Perfect Princess!_ Or all of my work, planning and training to suppress those ponies, getting my revenge and restoring my former glory..." Tempest rants on as she approaches her guard as he felt really nervous, stepping back, only to hit a wall as the angry Unicorn hops onto a pile of crates to tower over him. ".. goes up in flames!"

Her face twisted to fury as he horns starts flaring as she leans her face in. "And you... are wearing... HER MERCHANDISE!?" She yells to the heavens as she glares dagger at the terrified guard while the speactors all cowered in terror. As Tempest raised her upper body up while the guard silently screams in terror... SLUUUURRRPPP The sparks stopped as they all turn to the other Tempest guard, slurping on a cup with Twilight's smiling face on it. The ape-like creature stopped and notices the looks he's getting, making him look at his cup and chuckles weakly. "Thirsty?" "RRRRRRRRRRRRRRRRAAAAAAAAAAAAAAAHHHHHHHHHHHHH!"

* * *

As Way Big and the others kept moving, an explosion got there attention, making them briefly stopped to look around, wondering what was that and where did it come from.

* * *

The 2 guards were blown against the cabinet wall of Tempest's ship, opening their eyes on there soot covered bodies as they groan, slumping down in pain. The mare starts breathing in and out, calming down as she focused on the business before, facing Capper and the others. Tempest starts charging up her horn stump as she approaches the horrified group. "Now, about your betrayal..." She then starts blasting everything on the ship, making parts of it fly off and into the ocean below.


	9. Chapter 9

Ch 9: Seaquestria's Queen and Princess

On the steps of Mount Aris, which leads from the beach which had a Way Big size foot print in the sand, was our heroes walking up to the top where the Hippogriffs are. "Dan had to change again at the bottom of the mountain! That's it! I simply... cannot... even! I have nothing! The bad guys have won! I'm so sorryyyyyyyy-y-y-y!" Rarity whined as she collapses on the huge stone staircases that leads up to the kingdom. "Sheesh, a real drama queen, isn't she?" Grey Matter comments as he crosses his arms from his position on Twilight's back, who looks at him and answers.

"You have no idea." Just then, Rainbow Dash hovers above the staircases and calls out to the others. "We're almost there!" "Will you stop saying that?!" "No, really! We're actually here!" Rainbow responded back to Rarity as she zips back to the top as Twilight and Grey Matter reached it to see 2 huge stone walls that both show a horse, but with a beak, instead of a muzzle. "This is it!" Twilight said in excrement as Grey Matter smiled while Pinkie oohed. "Well, I'll be. Hippogriffs, here we come!" "Time to rest my hooves!" AJ said in joy while Rarity was relieved of taking a break.

But just as they passed through the gates, their cheerful face turned into confused and scared face as they saw, instead of a majestic city, that had dome houses shaped like birdcages, filled with hippogriffs, was an abandoned town covered in fog with the houses doors and windows torn off, some of the roofs were shattered and covered in cobwebs that looks like no one has been here for years. "Are we sure this is the right place?" Rarity said in confusion while Applejack calls out.

"Hello?! Is anypony home?!" "No Hippogriffies here! Or here! Or here! Or here or here or here! Waaaaaiiit! Nope! This place is emp-ty!" Pinkie said as Twilight is extremely confused and concern. "But... Celestia... The map. They have to be here." Grey Matter then noticed something on the ground, hops off Twilight and runs to it and investigates it. It was a foot print that has 3 toes, but no heel. As Grey matter kneels and analyzes it, his super computer brain at hyper speed trying to figure things out, he noticed something else near it. It was part of a Storm King flag.

"Something bad happened here. Something that turned this whole place into a ghost town." "A g-g-g-g-ghost town?!" Fluttershy shaky stutters at Spike's words. "Everyone, gather around!" The others turn towards Grey Matter, who is holding a black cloth and standing on a rock that is a part of a huge pile in front of a huge hole that is part of a structure. They approached him as Twilight questions him. "What is it, Dan?"

"I figured out what had happened here." The others were surprised that he knows what had happened. "I scanned some of the damage to the area we are currently in. The damage was caused from a battle, judging on how old they are and the footprints I saw at some places, that happened 5 months and 7 days ago and were caused by the 3-toed heelless creatures we have encountered in Klugetown or better known as…" He then unfolds the cloth and show them to the others, who all gasp in shock at the familiar sight they had been seeing lately. "The Storm King and his forces was here some time ago and attacked this once peaceful society."

But before anypony can comment on his conclusion, they all hear a humming sound coming from inside the rock pile. Twilight crouches and peers down to a small opening with Grey Matter hopping down next to her and running inside it easily due to his small size. Twilight lights up her horn to illuminate the dark passageway and crawls inside with the others following behind and down the tunnel as Grey Matter hops from rock to rock like a frog to keep up, which is ironic since he is frog-like, all while following the mysterious humming that is getting louder as they proceeded.

They had exit the tunnel to a huge grotto with a pond that has crystal clear water that is being supplied by 2 Hippogriff stone column heads that has water flowing down from them like manes. In the middle of the pond is huge pink lotus flower with a mysterious glow coming from it that is the source of the singing they had been hearing. "Wait here." Grey Matter whispered to the others as he silently made his way down the steps and stopped at the edge of the water.

He then places his right index finger on his chin as he stars at the flower, trying to figure out what is the glowing, singing figure. Just then… BEEP BEEP BEEP BEEP FLASH "What was that?!" The figure gasped out as she dove into the water and disappeared. "Seriously!? Now of all times?!" Articguana complained as he yells at the Omnitrix dial on his chest.

Just then Pinkie hops past and cannonball into the lake. "Hey! Wait up! Cannonball!" "Pinkie!" Twilight calls out as she and the others stepped into the water and swims towards their hyperactive friend. She surfaces while spiting some water and shrugs in cluelessness. "She's gone!".

Just then, a flushing sound is heard as a whirlpool is being made where the lotus flower was, that was pulled into the center, and starts pulling the others in as they are making noises in surprise. "Oh please, this pond better not be a toilet!" Articguana said in dread as he spins with the others as Rarity complains before getting sucked in.

"I hate epic adventures." Then they all screamed in panic as they are pulled deeper into the whirlpool. After being pulled in deep, they splashed into an underwater cavern, just as the door behind theme closed, making the cavern dark. Articguana struggles to hold his breath, until he exhales and starts gasping for air and starts panicking. "Can't breathe, can't' breathe. Need- wait a minute, Articguana can breathe underwater? Now that is handy!" He said in exactement, no longer worried about drowning.

He then gasps in worriment, realizing that his friends are drowning! He swims towards the others by swimming like a frog. He reaches the others just as Twilight passed out. "No! Twilight, Fluttershy, Spike, Applejack, guys!" He cried in shock, scared that he is going to lose his new friends. Just as he was about to lose all hope, He hears gasping behind him. Turning around, he widens his eyes in shock at a bubble appeared around Twilight's head as the princess gasps in some air.

Then, one by one, more bubbles appeared around the others as well as they gathered around the royal alicorn and alien hero. "Way to leave it to the last minute, Twilight!" "I didn't make these bubbles!" She responded back as Dan calls out. "I can vouch for her!" "Wait a minute, you can breathe underwater?" Rainbow Dash questions Articguana as he shrugs. "Hey, give me a break! I never had a chance to use Articguana underwater before!" Fluttershy then intervenes and asks everyone who is reasonable for the air bubbles. "Then, who did make these bubbles?"

Just then, something swam by them fast, hidden in the shadows, startling the group. The Equestria gang grouped together while Dan stayed behind them, ready to attack anything that is threatening. "Hello? We're looking for the Hippogriffs." Twilight calls out to the darkness. A glowing orb appeared in front of them and speaks in a feminine echo-like voice. "How do I know I can trust you?" Twilight pleaded to it about their situation. "Please. The Storm King invaded our land. And we need their help." Articguana narrows his eyes, preparing for a fight if thing got ugly.

The orb then gasps and calls out. "The Storm King?!" It then morphs into what looks like a pony, but with a fish tail, to Dan's confusion as he starts with one eye raised in a puzzled expression. The seapony is a girl that has pale yellow scales and has aqua-colored fins on her head that resembles a mane while one hangs over her head that glows like Ripjaw's light and has blue eyes. She has a pink sea anemone on her head, like a flower and has a sandy pink collar around neck with a single pearl. She had the upper body of a pony, only the hooves are blue fins, while she has pink transparent wings. Her fish tail had blue tail fins with dorsal fins above theme.

"I'm so glad I saved you guys! I'm totally taking you to my mom!" The seapony said while Dan swims in front of the group and asked her. "Hang on a sec, you saved my friends?" Articguana questions her. He then noticed the awe look her face as she stares at him, puzzling him greatly. "'GASP' DAN 10! I don't believe it! The Dan 10 is here! The legendary wearer of the Omnitrix! Oh my god, this is amazing! I have to take you all to my mom, right now!"

The seapony then starts dragging Articguana as Twilight grabs onto his right leg with others grabbing on to her and each other, making a chain link of ponies and dragon. Articguana is extremely baffled, somehow, this seapony knows about him and the Omnitrix, which raises many red flags in his mind. He decides to follow along with her to figure out how does she know about the Omnitrix in the first place. "Does your mother know where they are?" Twilight questions to the seapony who giggle and answers in a singsongy voice. "She might have an idea!" Twilight cheers in response as they are being led into a dark tunnel.

* * *

As the group kept swimming through the tunnel, they see a glow at the end of it. "We're almost there!" Just as they exit the sea tunnel, they all gasp at the sight they saw before them. On the roof of the huge dome size cavern, an underwater palace was built from the roof down, giving it the appearance of an upside-down castle. The ponies and Spike looks in awe at it's beauty, while Articguana comments on it. "Okay, I'm usually bored or disgusted by girly things. But, I got to admit, that palace looks really cool!' "Thanks! OMG! Dan 10 complement my home!" The seapony giggle to herself as kept leading the group to the castle.

Along the way, Articguana notice some more seaponies, but as he looks at them, he sees fear and worriment on their face as they all stand a good distance from him and the others, while the mother holds the kids close to them, not wanting them to talk to the new strangers. He decides to put the citizens fear out of his mind and continues with his friends as they enter the palace.

They had reached the throne room through the hole in the ground as the seapony waves her fins, presenting her home to them as they look around in amazement. The throne room has blue jellyfish strings hanging on the walls while a beautiful coral garden is placed around it. A purple throne sat above the garden under a jellyfish that hangs like a chandler.

A white sea pony is sitting on the throne, leaning on it's left armrest with her left fin propping her head up while her eyes were close. She had 3 blue fins on the top of her head that is surrounded by her gold crown, while the rest of her mane resamples purple peacock feathers, which creeped out Dan a bit, cause of his fear of peacocks that was given to him due to an event with Dr. Animo. She has purple fins and transparent wings while her dorsal fins and collar are blue as well as her fin-hooves. She has purple eyeshadow as well.

"Mother, look what I found!" The seapony cheers in excrement as she swam up near her mother, who is placing her right fin on her face in annoyance. " Is it another shell?" She said to her daughter, who shakes her in denial. She opens her magnate eyes and turns towards her daughter. "Because I am telling you if it is another shell, I am—" She briefly looks at the group of friends and then stands up and gasps in shock at outsiders.

She turns and looks in disappointment at her daughter and scolds her about her new guests. "Princess Sky Star, what have you done?! You know surface dwellers are forbidden here!" She then points at the group and yells out. "Guards!" At her command, 4 guards swam down and points at the group with their sharp spears as they gasped in surprise.

"Hey! Back off, seahorses or you guys are going to be sushi!" Articguana threatens to the guards as swims in front of the group to protect them. The queen's eyes widen in shock upon seeing the Omnitrix symbol on the Polar Manzardill. "Guards, stand down! Stand down this once!" the queen orders as the guards retracted their spears, much to the group's confusion. "Forgive me, Dan hon. I didn't see you there." The queen apologizes to Articguana.

"Uhh… no problem?" "Mom, Dan 10 and the others came here because the Storm King is trying to destroy the pony's home, too!" Skystar explains to her mom while Twilight asks them the question she wants answers to. " We need to find the Hippogriffs. Do you know what happened to them?" "Well, of course I know. I'm the queen. I know everything." The queen answers back, making Articguana raised his eyes in shock at what she had said. Could be possibly that she knows about him too? And if so, how does she know?

"Oh, oh, it's such a good story!" Skystar swims up in joy while her mother points her fin at her and warns her. "Don't you dare tell them!" But Skystar ignores her and waves her fin at a wall, making an illuminated illustration appear on the wall that show Mount Aris with Hippogriffs soaring across the sky. Skystar narrates to the others.

"Once upon a time, like, a while ago, the Hippogriffs did live on Mount Aris." The ponies oohed at the wall pic while the queen slaps a fin to her face. "Did I not say don't tell them? But hey, I'm just the queen. Don't mind me." "Right… and your 'Mrs. Ball-o-fun' too." Articguana sarcastically said with a deadpan face to the queen, who swims back to her throne. Skystar rolls her eyes at her mom's sarcastic nature and continues narrating.

"Fine! I can't tell you! But if I could tell you, I'd say that that horned beast did show up to steal their magic!" She said as she made an image of the Storm King appeared on another wall. "Seriously?" the queen remarks as she leans on her throne rest.

"But, to keep it out of his clutches, their brave and majestic leader, Queen Novo, hid them deep underwater where he could never go! We are... Well, we were the Hippogriffs! Ta-da!" Skystar finishes as 2 more images light up, one showing a Hippogriff that looks like the queen that is in the room and the other show the seaponies and the palace they all are in right now. The group were surprised that the Hippogriffs are alive and are the very seaponies that are currently face-to-face with.

"But I totally did not tell you that!" Skystar whispers to Applejack and the others. "Well, I guess the pearl is out the oyster now. _I_ am Queen Novo." Novo introduces herself as Applejack questions what they had done back then. "Hold on now. Lemme get this straight. When the Storm King came, you just abandoned your entire city and fled?" "We didn't flee! We swam! Y'know, in order to flee." Skystar corrects her new friends. "That's still the same thing, you know." Articguana comments on her statement. "But... how?" Twilight questions, confused on how a Hippogriff can turn into a seapony.

"Oh! Can we show them? Huh? These are the first guests we've had in, like, foreveeerrr! Can we, can we, can we, can we, can we, can we, can we, can we, can we?" Skystar pesters Novo as she kept tapping her shoulders with her fins while her mother had a straight face. "Well, I suppose I should make sure it still works." Novo chuckles as she and Skystar swims up to the jellyfish as it lowers and released a glowing and shimmering pink pearl that has sparkles and lights in it's center, showing to be powerful. The group look in awe at the pearl as it floats down into Novo's fins as she said to her daughter. "Careful, now." Skystar squeals in exactment at the sight of the magic pearl.

Then, with a wave of her fin, a stream of magic flies out of the pearl and heads towards the group. Articguana moved out of the way and watched with a surprised look on his face the magic enveloped his friends. One-by-one, their back legs morphed into fish tails with fins the same color as their mane. Their cutie marks moved to a dorsal fin that is the same color as well. Twilight, Rainbow Dash and Fluttershy had their wings turned transparent as well.

Their bubbles popped as well, showing that had gained the ability to breath underwater as well. They all gasped in awe and were excited by their new forms. Articguana starts in surprise that the pearl changed his friends into seaponies as well. It was kind of amazing, but he thought his alien transformations were much cooler. "These fins are divine!" Rarity squeals out at looking at her new tail. "Hey, Applejack, I'll race you to that coral!" "You're on!" Applejack exclaims, racing off with Rainbow Dash as Pinkie was swimming loop-de-loops near Fluttershy, who was holding and looking at her new tail fins. "Ooh! Try it, Fluttershy!" "Yay."

Spike then floats, now in the form of a pufferfish as he looks around in scared confusion and then puffs up as the others watch while Fluttershy coos. "Guys? Guys? What is... ...happening?!" "Aw, so cute!" Just then, Novo calls out to Articguana, getting him and the others' attention. " Okay, hon, now it's your turn. With my pearl's magic, I can fix the Randomizer Function problem and get you back to normal." "Wait a minute! Are you sure that's a good idea, lady!? Magic is the reason my watch malfunction in the first place!? Do it again and who knows what it will do!?" Articguana exclaims at the queen, not liking the idea of having magic mess with the Omnitrix again.

"Don't worry, mom knows what's she is doing. Right, mom?" Skystar asks Novo, who answers back. "Absolutely, sweetie! This will totally work! Or we and the entire world explodes…" She said the last part quietly with her eyes to the side, hoping to not activate the Omnitrix's self-destruct mode by mistake, which was caught by others as their eyes widen with shrunken pupils. "Wait, what!?" "Nothing!" Novo quickly dismiss Twilight's cry of surprise. Novo made another stream of magic from the pearl, this time focusing on the dial on Articguana as everyone watches in anticipation about what is going to happen.

Just as the magic touches the Omnitrix, it starts to rapidly beep and glowed for a bit, until it stopped with a confirmation beep and starts talking, much to the ponies and Spike's shock. " _OMNIMATRIX MALFUNCTION REPAIRED. RANDOMIZER FUNCTION STATUS: DEACTIVATED. REVERTING USER: DANIEL TENNYSON TO DEFAULT DNA_." Novo gives a nod to Skystar, who squeals and makes another air bubble in her hooves and gets ready for something. The Omnitrix dial starts beeping once again, only this time, instead of switching to another alien in a flash of light, Articguana became a silhouette figure that is all green with some white bubbles in the middle.

Articguana then shrinks down while becoming biped. His claws morphed in 5 digits on each hand as the arms became skinny. His legs became a bit longer while all the toes retracted, the same thing happening to his back spikes as his chest became thin. And lastly, his head then been placed on a neck and became round. Just as the figure became more solid, Skystar rushed in and place the bubble over his head and swam back to her mother.

The figure finished transforming and revealed Dan Tennyson back to his human form, floating with his cloths due to being underwater. He looks at his normal hands and own at himself and smiles. "Yes! Finally! Never thought I back to normal!" "You're welcome, hon. Although your new friends may be a bit shell-shocked." Novo said as she points behind him, making Dan turn around. He sees that all of his new friends stared at him with slacked jaws and widen eyes. They all couldn't believe their eyes, that the mysterious hero Twilight and the other princesses called for is not only a human, but also a 10-year-old KID!

"Hey mom, do the thing now! You now, the thing from before he came, remember?" Skystar to her mother, over bursting with energy. Novo chuckles and makes yet another stream of magic from the pearl, only this time, instead of a trail of magic sparkles, it was a beam of white energy that hits Dan's forehead, thankfully not popping his bubble, and made him freeze up while more streams of magic appeared from the impact point and connects to each of the other's foreheads, making them freeze up with their eyes glowing white.

The streams retracted from Dan, who shook his head to get rid of their weird effect, and want to the others. The streams stopped and disappeared once the reach the others, but they still are floating place with their eyes still glowing. Dan swam up to Twilight in confusion, snaps his fingers and waves his hand in front of her face and even poked her, but didn't get a reaction. Novo tells him, getting his attention, about what had happened.

"It's okay, hon. What I did was a 'Memory replay spell'. It allows one or others to view the memories of another person." "Yeah! It's also how we know about you. You see, when the princesses made that spell work, it sent out a powerful magical signal that my mom's pearl picked up. So, when we want to check the flashing it was making, and then… BOOM! We both got hit with the same spell and know about your summer and became your big fans!" Skystar exclaims excitably as she shakes Dan's hand fast, making him cry in surprise at the sudden force.

She then stops, quickly apologizes and swims back to her mom as Dan steady himself and looks back the frozen others. "So… how long are they going be like?" "Oh, about 8-10 mins. Funny thing though, an hour in your memory is a minute out here, hon." "So, while they are doing that, can you tell us about the time you stopped Evil Ghostfreak and his monster minions from shrouding your world in darkness and mutating everyone in your perspective, please?" Skystar questions as she gets into a position that looks like a kid laying in front of his favorite show with her face cupped with her fins while Novo relaxed and got comfortable on her throne with her pearl floating besides her, both eager for a story.

Nath smirks and swims up to the both and crosses his arms and starts telling the story. "Well, it's going to be awhile before the others snapped out of it and I don't want to disappoint a couple of fans. So, me, Kate and grandpa Max were on a highway chasing down a prison bus that was taken over…"

[ **Attention all fanfic writers. I am writing this author's note to offer a challenge: You must write a tie-in fanfic to this one, showing The Mane 6 and Spike (other princesses are optional though, the reason why is because they are connected to Twilight through her Alicorn magic.) watching Dan's faithful summer. Some things to know though about the differences: 1. Charmcaster will take Kevin 11's place as the mutated psycho that blames Dan for everything that happened to her. 1a. Sumo Slammers doesn't exist in this realty, instead, Dan is huge fan of Street Fighter. 2. Change of Face and Game Over does not happen in this Ben 10 universe and Super Alien Hero Buddy Adventures will happen differently. If you want to know, PM me when you get to that episode. 3. Hex will be Kate's enemy, but will join the Negative 10 for revenge for mutating his niece. 4. During Ghostfreaked out, instead of removing Ghostfreak altogether, Dan, at the last moment, will slaps the Omnitrix symbol and thus, reach in and pulls out Evil Ghostfreak from the normal one. Because of that event, whenever Dan turns into Ghostfreak, it will just be a reflection of himself and nothing more.**

 **So, that's my rules. I hope somebody responds to my challenge and I wish them Good Luck!**


	10. Chapter 10

Ch. 10: Alien vs Alicorn

"And so, after getting back from our Egypt landing and knowing Evil Ghostfreak snuck into my Omnitrix, which Azmuth took out and locked up a couple of months after the Battle of Bellwood and sent him faraway where he can't escape to do more harm. We all got back into the Rust Bucket and continue our road trip. But what made this victory so much greater is that I no longer feel scared turning into normal Ghostfreak ever since, the end." Dan finishes up his story as he leans back and floats with his arms crossed and a smirk on his face.

Skystar and Novo both had awed looks at the story, amazed at what he had done in that event. "That was so intense!" "Wow… All I had ever done exciting is watching the sea races down here, which can get boring after a while." Skystar said while Novo complains, jealous At Dan's adventures while she and the other Hippogriffs are stuck under the water, hiding from the Storm King.

Just then, they heard a ping sound from the others as the alien kid and the mother-daughter royal duo looks at them. They saw that they were getting out of their trances one-by-one and were shaking their heads. Dan swam back in front of them just as they stop shaking and opens their eyes to see him in front of them, making the group of friends stares in wonder at the boy whose memories they had just saw.

"Wait just a minute, here. You're a kid?" "You're from another world?" "You found an alien device that is called the Omnitrix?" "That watch really contains over 10,000 alien DNA, that each one has amazing powers, inside it?" "You became a superhero and help others and battled monsters, villains and bad aliens?" "You really saved the universe, twice?" AJ, Rarity, Fluttershy, Pinkie, Spike and Twilight questions him respectively. "Uh… Yea?" "That… is… so AWESOME!"Rainbow Dash exclaims out loud as she and the others swarm around him and asked him questions about his life, adventures, family and his aliens.

Later, after answering some questions from his new fan club and getting everyone to calm down, Twilight got an idea. "This is Amazing!" She then swims up to the queen, who is holding her pearl protectively away from her as he leans on her throne rest. "If we could combine your pear's magic with the alien DNA of the Omnitrix, we can turn everypony back home into powerful aliens to face the Storm King's army!"

"Or… The pearl will end up in his greedy claws and you would be doing what Vilgax tried to do, also going against Azmuth's wishes: Weaponizing the Omnitrix and giving innocent civilians uncontrollable power that will make them cause more harm than good!" Novo scolded Twilight, warning her that she was planning to make the Omnitrix into a weapon when it is not and reminding her of the consequences. Twilight realizes what she was planning was the same thing that intergalactic warlord was planning, especially after seeing Vilgax's horrible vision of him ruling the Universe via Dan's memory, fearing the exact same thing will happen to Equestria if Vilgax had an army of Omnitrices invaded her home instead of the Storm King.

"I'm sorry. I was so excited of discovering something more powerful than anything in this world, I didn't realize I was doing the same thing that horrible monster is planning." "It's okay, sweetie. Honey, I'm sorry about your home. I truly am. But my responsibility is to protect my subjects. The pearl... is not going anywhere." Novo accepts her apology and sympathizes with her, but was still frim with her decision on the pear as she returns it back to it's jellyfish.

Twilight swims in front of her throne, begging to reconsider. "But we've come all this way. And you can't just hide down here! Trapped forever! There's so much you're missing!" "We are one hundred percent okay with that!" "Really? Cause to me, you sound like your scared!" "What!?" Novo yells out as she turns to Dan, who had his arms crossed and his face in a scowl. "You're scared! Instead of facing the Storm King, you and others just ran away and hide! Like scared babies." Dan insults her as the others look in shock.

Novo narrows her eyes and growls at the kid. "How dare you insult me, young man!" "I'm not scared of you, queeny. I faced down Vilgax, Chaoticcaster, Forever Knights, Bounty Hunters and Animo and his mutants. Do you honestly think I'm scared of an angry sea queen?" Dan counters, making Novo realized that he was right and decided to just listen to him, but keeps glaring at him.

"My Grandpa taught me sometimes, you need to take a chance of doing the right thing, even if there's a possible chance of failure! Weather it's fighting back invaders or helping others, you need to take a risk in order to win! But instead, you made everyone wuss out and keep them locked in this place, with no chance of going back! Look at your subjects and daughter, Novo! They want to explore the world! They want to be free! But instead, you're acting just like the Storm King! Making people doing what you want and never caring about their wishes." Dan told Novo and gestures to her guards and her daughter.

Although, they were tough when they first came here, but now looking at them and the others outside, they had all had a face of fear and despair as Skystar rubs her left fin on right foreleg in a guilty manner. They weren't living in a paradise; they were in a prison as prisoners and their queen is the warden.

Novo looks down in thought at what he had told as she looks at her daughter and guards. So wonders if what she is doing is not the right thing, is she really holding her people as captives and hiding like a coward instead of being a brave and great leader? She knows from his memory that Max Tennyson is a wise and great leader, so is what he said is really true? Is what she has been doing wrong? Should she have taken a chance and fight back instead of running with there tails between their legs

She also thought about what Dan had said about her refusing help. As she thought about it more and more, she realizes that she is basically selling the ponies out to the Devil himself. She starts realization herself that she really is acting like the Storm King while adopting a look of guilt on her face.

Just then, a small octopus that looks like a butler appears by the queen, talking in gibberish that the queen apparently understands. "Yes, Jamal?" She then gained an excited look on her face at what her servant had just told her. "Ooh! Time for my seaweed wrap." She then swims off the throne and through one of jellyfish tendril-covered windows as Jamal calls out to her.

"Yes, a massage, too. Mama needs her deep tissue." She then leaves the throne room with her butler, leaving the kid hero and his friends as they all gather around him. "While we all are impressed with your speech, sugarcube. But is that it? We left our homes for nothing?" Applejack questions to the hero, just as Skystar spoke up, gaining everyone's attention.

"Oh, my gosh! Best… idea! You can stay with us! Forever! There are so many things we can do! We can make friendship bracelets out of shells and… picture frame out of shells and… decorative wastebaskets out of shells…Oh, I have so many projects that involve shells, Haha! Now I have someone new to share them with! I mean, aside from my friends, Shelly and Sheldon. Right? "Shelly?" and "Sheldon?" Get it?" She chuckles as she holds her friends, which are really a couple of clams with google eyes on them. Pinkie smiles at the clams while the ponies and Spike had uneasy smiles at her "friends", a bit weirded out by them. Dan had puzzled expression as he blinks blankly at the princess, questioning her sanity.

While Pinkie swam up closer at her "friends", Dan starts pointing his left thumb at the princess, gaining the other's attention. He then starts twirling his right finger around his bubble helmet as cuckoo clock noises are being heard in the background, the sure sign of craziness.

The others mild glare at him for the rude meaning while Rarity nudge at him to stop, Making raise his hands in mock surrender as Rarity then swims up to the 2 and tells them.

"Ooh, ooh… That sounds lovely, darling, but you must realize, we can't stay." "We've gotta get back to our families." " And I need to get back to my world to my family and to defend it against evil." Rarity, AJ and Dan explained to Skystar why they can't stay, gaining a sad expression at her new friends leaving her. "Oh, no. Of course. Heh. Of course you have your own friends back home. It's fine. It's fine. Heh. Shelly and Sheldon get jealous anyways. Heh. It's probably for the best. Yeah, I'll just, um… I'll get Mom to, uh, turn you back so you can go home." Skystar sadly tells them as she swims off to her mom, feeling heartbroken.

Dan and Pinkie watched in sadness as she left, feeling bad for her as Dan rubs at his arm in guilt. "I know we have to go, but you guys saw how disappointed Princess Skystar was. Couldn't we stay for just a little longer?" "Pinkie, we just don't have time for—" "Oh, no. No no. Pinkie's right." Twilight interrupts Applejack and agreeing with Pinkie, much to Rainbow and Dan's confusion and said in unison. "Say what now?"

"Well, we still need to come up with a plan to get back. A few minutes won't make a difference. And if there's anypony who can cram a lifetime of fun into a blink of an eye, it's Pinkie Pie!" Twilight explains as she holds Pinkie's hooves and compliments her, making her squeal in joy.

Dan, on the other hand, is suspicious. Twilight was trying to get the queen to borrow the pearl from her one minute and now she wants the others to have fun with Skystar the next? His gut instincts were telling him something's wrong. They never let him down before in his hero work and now, they are telling him that Twilight is planning something bad. "I won't let you down!"

Pinkie saluted, snapping Dan out of his thoughts as Twilight starts pushing him and others out of the throne room. "I'm counting on it." Twilight told them as she sees them off and then turns back to the jellyfish. Unbeknownst to her, Dan snuck away from the group just as the left through one of the windows and hides behind a pillar, watching Twilight.

"What is she up to?" Dan questions to himself and then notices Twilight is staring up at the Jellyfish that contains the magic pearl. Thinking to himself, Dan tried to figure why she is looking at pearl when he remembers that Charmcaster looked at the Omnitrix the same way when she first knows about it.

Butting some thought to it, he Gasps in shock! Dan could not believe what he is seeing! Twilight is going to steal Queen Novo's pearl and from the Hippogriffs! Putting on his hero face, Dan swam out of his hiding place and behind her, calling out to her and frightening her, making her turn in shock.

"Twilight!" "Dan!? What are you doing back here!?" " I heard what you said. I'm stopping you from stealing from the Hippogriffs!" Dan declares as he gets in a battle position. "Dan, you have to understand. This is the only way to save Equestria." "No it isn't, there's always another way, Twilight. But stealing from allies is wrong and you know it." "I know, but I'm still going through with this, wither you like it or not! There is no other way!"

Twilight then turns around, but just she was about to swim towards the jellyfish, Dan quickly grabs her tail and tossed her away to just above the ground hole. She looks at Dan, who has his fists raised and his eyes narrowed, and frowns at him. "Ohh… Making me mad is a huge mistake, Watch boy!" " Me too! I'm protecting the pearl!

Dan activates the Omnitrix and twists the dial until he stops at the Ripjaws icon. "Turn me into Heatblast, you're dead meat!" Dan threatens the watch and slaps the dial. A brief flash of green light came from the Omnitrix as his body morphs while being engulfed by green energy.

* * *

He clenches his hands as scales spread though his body. He thrusts his new 4 clawed webbed hands open as a lure thrusted from his forehead while gills flared open on his neck. His ears disappeared as his face became fish-like. His teeth then burst out of his vanishing lips and became sharp as he flares open his all green eyes. His legs morphed into a black with green strips tail that has a green fin at the end, just at the Omnitrix belt formed at the waist. He thrusts his open claws out and lets out a screech just as the transformation ends.

* * *

Twilight looks in shock at seeing Dan transform from human form and in person, but steels her face at Ripjaws. "Yes! Finally, an alien I want!"Ripjaws cheers at himself as looks his claws and pops his air bubble since he needs his jaws. Twilight then approaches him as he holds out his left hand with his claws in a grabbing motion. "Stay back, princess!" "Or what? You're going to give me a pinch?" " Fight me and you're going to get a lot more than a pinch." Ripjaws counters Twilight's taunt as he narrows his eyes at her.

Twilight grits her teeth as she charges up her horn. She makes the first move and fires a purple beam at Ripjaws, who dodges out of the way. She keeps firing as he swims around the room at high speed, dodging the shots. He then swims towards and tackles her, knocking her against a pillar and punches her a couple times before Twilight knocks him back with an energy blast. She then blasts him again and sent him crashing into a part of the garden.

She then starts swimming towards the pearl's resting place as Ripjaws rubs his head for a bit and looks to his right to see a long piece of seaweed by his hand. As he looks to see Twilight by the jellyfish and tries to get by the singers, he gets an idea and starts fashioning the kelp into a long lasso. He then swings it around above his head and throws it at Twilight, grabbing her by the waist and pulls back, making her yelp in surprise.

Ripjaws lets go of his lasso and rushes toward Twilight, who had just stop above the hole. He then starts using a hit and run tactic, slamming into her as he passes by her a few times. Just as Ripjaws stops in front of her, she surprises him with a quick magic blast that sent him flying towards the jellyfish. He bumps into the stingers and quickly frees himself, but unfortunately, it sets off an alarm as a red light blinked on and off from the jellyfish as it displays the pearl, wrapped safely in it's stingers. Both combatants did not pay attention to this as they were both glaring at each other. They both let out a battle cry as they charged at each other.

* * *

Meanwhile with the others, they had just finished a musical number about how one small thing can make a difference. Queen Novo laughs, glad to have some fun after so long. The group of friends all laugh as they grouped and hugged each other. "Well.. I guess there is one small thing we can do." She told her daughter, who nods happily with her. The others were happy as they are about to get help they had looking for.

BWOOP BWOOP BWOOP BWOOP! Just the, the pearl alarm blared out, making the group gain looks of surprise. "The pearl alarm! Oh, no the pearl alarm!" A seapony cries out as Skystar gasps in shock As Novo looks in stern at her daughter. Wasting no time, Novo and the others swam back to the palace, getting in via floor hole.

When they arrived at the throne room, he look at the jellyfish that clutching the pearl protectively. Just then, they heard a grunt of pain from Twilight behind them. They turn and widen their eyes in surprise. Twilight was tossed up high and was suddenly grabbed by the face by Ripjaws. He then dives down and drags her across the floor, passing the others as they stare in shock. He smashed Twilight against the throne and lets go of her.

He Then grabs the discarded lasso and wraps it around Twilight's waist. He then yanks up before slamming her down on to the floor and then turns around and did the same thing on the other side, making Twilight grunt in pain. He then yanks her up and pulls her towards him before slapping her hard with his tail, sending her crashing into the chair.

Ripjaws then picks up a few pieces of coral and spins around really fast before tossing them at Twilight at the speed of a torpedo, hitting her hard. Twilight then recover and snarls at Dan as she charges her horn while rushing at him as the transformed kid did the same thing.

Novo decided enough is enough and snarls, swimming to the middle point as the others look on in fear and worry. "STOP! STOP IT, BOTH OF YOU!" She calls out as she holds her fins in front of each fighter, stopping them just a few inches from her. She went to the jellyfish and turns off the alarm and grabs her pearl, swimming back down to the fighters, who are looking at her with all their attention. "All right, what in the name of whirlpools is going on in here?!"

"Your majesty, I can explain! Dan was trying to steal your pearl!" Twilight lies as she points at the Piscciss Volann, who was shocked at what she had said. "That's a lie! Novo, it's Twilight who wanted to steal your pearl in the first place! I was trying to protect it!" " No way, it was you in the first place!" "No, you!" "No, you!" Ripjaws and Twilight kept arguing back and forth as everyone was scared and confused. Who is telling the truth? Is it Twilight or Dan?

"ENOUGH! You 2, stop auguring like babies!" Novo yells out, stopping their yelling. She takes a deep breath and speaks to the both of them. "Okay, since I don't know who is telling the truth, and I can't trust you 2 alone in my kingdom with my subjects' safety at risk cause of your fighting. I giving you both a timeout up on the surface, giving you 10 mins to confess who tried to steal our pearl when I get up there by the end of the time limit."

Novo said as Skystar moves the others out the way as Twilight and Ripjaws stares wide eyed as the angry queen as she raised her pearl and commanded more magic at them. "Ohh… This is so not good." Ripjaws states as the last words from the queen before his vision is engulfed by the energy were. "I don't know who did it, but I do know this. One of you doesn't deserve to be one of us."


	11. Chapter 11

Ch. 11: Friendship fallout

On the surface of the sea, which cloud covering gives it a gray-ish appearance, it was quiet besides the water splashing. Just then… GASP! Twilight and Dan burst out of the waters, gasping for air as they are both turned back to normal. They both saw a gray sand beach surrounded by cliffs and rocks and swam towards it.

They had just arrived at the shore and starts walking out of the water, with Twilight stopping a few feet away from Dan, who is standing by the shoreline and apparently as tall as Celestia. Dan takes off his hat and shakes his head like a dog, spraying water everywhere, for awhile before stopping and wrings his hat dry. He places it back on his head and glares at Twilight, who is brushing water out of her mane.

"Are you serious!? Stealing their pearl!? Even that is a bad idea by my standards!" He yelled at the Alicorn, who sighs and responded back. "It was the only way to save Equestria." "I told you before that it wasn't only way! Don't you remember? It was your idea to have the others show Skystar and Novo a good time and show them that we where people worth— Wait a minute! You never wanted to show the Hippogriffs a great time in first place! You just wanted the others to distract them and get the queen out of the throne room so you can play "Jewel thief" with their pearl!" Dan declares as he crosses his arms at Twilight, realizing that she used her own friends as decoys.

"I never would've done it, but this isn't Equestria! The others and I can't just dance around with con artists, make rainbooms in the sky and expect everything to work out! It's not enough! We are not enough!" Twilight exclaims as she turns back and looks up at him while narrowing her eyes at him. Dan told back at Twilight, raising his Omnitrix arm for a moment to show it.

"You're telling the guy who has 20 different bad guy busters on his wrist that it's not enough? You must be crazier than you look! We all stuck together, Twilight! We were so close on getting the back up we needed. And now, thanks to your stupid idea, we lost our only chance for help thanks to you!" "Well, i'm doing my best I can! It's all on me. I'm the one Tempest wants. I'm the last princess!" Twilight told him as she turns and walks a bit from him as Dan continues to glare at her. "You're also the one that doesn't trust anyone, but herself!"

"Well, maybe, I would've been better off if I never summoned you in the first place! Because you don't deserve to be a hero!" Twilight yells at him as he turns around and lights her horn for a bit, threatening him. Dan grinds his teeth and yells out something that shocks Twilight. "AND YOU DON'T DESERVE TO HAVE FRIENDS AT ALL!" Those last words echoed for quite a bit as Twilight stands in shock.

Dan then stomps past Twilight, who turns back to him with a sad expression and tries to apologize, but he cuts her off. "Dan, i..." "Forget it, Twilight. I Don't want to talk to you now or at all. Some 'Princess of Friendship' you turned out to be. Good luck saving your home on your own. See if I care." He coldly responding back, making Twilight more miserable, and then continues marching off away while Twilight lowers her head in shame and turns around, sulking off to the opposite direction.

* * *

Twilight stops at a part of a beach that had a bunch of rock platforms connected to each other and expands to out a bit to the shallow parts. She sits down with her head lowered and crying with tears In eyes. "Twilight, hon? Why are you crying?" "Is something wrong, sugarcube?" " What has gotten you so upset, darling?" Twilight raised her head to see her friends, still in sea form, Queen Novo and Skystar, all of them had their heads and upper parts out of the water, looking at her with faces of concern.

"Yes, something is wrong! Novo." Twilight cries out, getting her attention. "It wasn't Dan who tried to steal you're pearl, it was me!" She confesses, making her friends gasp in surprise while Novo widens her eyes in surprise. "Twilight, how could you!?" "Honey, why did you do that?" "I thought it was the only way to save Equestria, but it wasn't. Now, thanks to me, your angry with all of us!" "Twilight, i'm not angry at you our any of you friends, I'm just disappointed. Their's always another way and two wrongs don't make a right. Just like Max and Dan said."

"Speaking of Dan, where is he?" Skystar questions as she looks around for the alien kid hero. "He left. He doesn't want to be my friend anymore and left to find his own way back to his dimension." Twilight answers as everyone looks in shock at what they had heard. Spike swims up to Twilight comforts her. "Twilight? It's okay. You'll figure it out." "Yea, so we don't have Dan or his aliens, big whoop. You always have a plan, Twi." Rainbow said to inspire her. "Please Twilight, we want to help you so badly." Fluttershy said to cheer her up.

"No. I can't. I ruined everything. There's no chance to save Equestria now. It's all my fault." Twilight sobs out as she stands up, turns around and walked back to the beach. Pinkie and the others tried to follow her, but was stopped by Novo. "It's best if we give her some alone time for now." She said, making her and the others look back at Twilight in sadness and then turns around. Twilight looks back at the others and stops as stares at her friends and the mother and daughter. She turns back around and said to the others. "Every pony—"

CLANG! "AHHHHH!" The others quickly turn around at Twilight's scream and gasps in shock at the sight of Twilight in a metal, magic-proof cage. The cage starts rising to Tempest's ship by a chain on top of it. "No no no no no! Noooooo!" Twilight quickly said to herself, realizing the badness of the situation. She then yells out to the others. "GIRLS, HELPPPPPPP!" "TWILIIIIIIIGHT!" Was all Twilight was able to hear before the hatch's shut behind her. The others look in horror as Tempest's ship starts leaving. Princess Twilight Sparkle has been kidnapped by Tempest Shadow!


	12. Chapter 12

Ch. 12: Open you eyes

In the hull of Tempest's ship, in which everything everything was dark and creepy like a dungeon except for the sunlight that is coming from opening from above, where Twilight's chain for her cage is hanging. Dangling near the floor, where a red glow is coming from the grates that made it up with 6 walkways connected to a hexagon that has a circle inside where the captured princess is hanging.

Twilight tries blasting the cage, but it did not work on it's magic proof steel. She tried bashing it down, but was not strong enough to even dent it. Just as she fired another energy blast, Tempest climbs down the staircase that leads up top and approaches her cage, making Twilight gasp in shock at the scarred commander.

"Aww, the "Princess of Friendship". With no friends! And no way out." Tempest chuckles as she mocks Twilight as she walks around her cage as the captive looks at her in confusion. "Why are you doing this? You're a pony! Just like me." As soon as she said that, Tempest slams her hooves on her cage and glares down as her horn stump crackles dangerously, scaring Twilight. "I'm nothing like you! I'm more then you'll ever be!" Tempest then went to a musical number, explaining that long ago, she used to be a normal unicorn when she was a filly who had 2 friends and had a happy life.

One day, when she and her friends were playing with a ball, they accidentally knocked into an Ursa minor cave. As her friends were too scared to go in, Tempest decided to enter instead. Just as Tempest found their ball, the Ursa minor showed up. Tempest fought back to defend herself, but during the fight, the Ursa minor struck and chopped off her horn. Ever since then, she had been labeled scarred and hornless. She tried to play with her friends, but without her horn, all she can do is cause destructive energy blasts. Her disabilities scared off her new friends, making them replace her with another unicorn as she looks on in sadness.

She then ran away from her hometown, learning the friends are meaningless and useless, making her bitter, cold and angry ever since. Nearing her song, she climbs up the stairs, stopping near the top end to pull a lever, making Twilight's cage rise upwards. Tempest grabs hold of the cage and made it come closer to her, singing the last verse of the song while grinning evilly at the kidnapped princess, frighting her.

 **[Tempest Shadow]**

 _It's time you learned a lesson_

 _It's time that you understand_

 _Don't ever count on anybody else_

 _In this or any other land_

 _I once hoped for friendship_

 _To find a place among my kind_

 _But those were the childish wishes_

 _Of someone who was blind_

 _Open up your eyes_

 _See the world from where I stand_

 _Me, among the mighty_

 _You, caged at my command_

 _Open up your eyes_

 _Give up your sweet fantasy land_

 _It's time to grow up and get wise_

 _Come now, little one, open up your eyes_

 _We all start out the same_

 _With simple naive trust_

 _Shielded from the many ways_

 _That life's not fair or just_

 _But then there comes a moment_

 _A simple truth that you must face_

 _If you depend on others_

 _You'll never find your place_

 _And as you take that first step_

 _Upon a path that's all your own_

 _You see it all so clearly_

 _The best way to survive is all alone_

 _Open up your eyes_

 _See the world from where I stand_

 _Me, among the mighty_

 _You, caged at my command_

 _Open up your eyes_

 _And behold the faded light_

 _It's time to grow up and get wise_

 _Come now, little one, open up your eyes_

 _Open up your eyes!_

As Twilight reaches the top deck, briefly blinded by the sunlight, she is shocked on seeing that they are heading towards the cloud covered Canterlot. As Twilight stares at the once beautiful mountain city, she hears Tempest's metal shoes as she stands right of her cage and adapted a look of sympathy, understanding what made Tempest in the first place. "I'm so sorry you felt so alone."

"I saw the truth. My "friends" abandoned me when times got tough. Looks like i'm not the only one. Face it, Princess, Friendship has failed you, too." "Friendship didn't fail me, I failed friendship." Twilight gloomy responded back as she remembers her and Dan's fight earlier. She knows now that he hates her forever and will never forgive her.

"Speaking of friends, there is something I want to know, Princess, and I know just the way to get the info I want." Just as Tempest said that, she turns and blasts 2 bolts of energy that curves and hits Twilight's forehead sides, making her freeze up and widens her eyes. "Wha— What are you doing to me!?" " Oh, this? It's a special mind reading spell that I can do even without my horn, if I just concentrated hard enough. Now, I want to know everything about your new special friend."

Then Tempest starts probing Twilight's mind until she discovered the name 'Dan Tennyson'. She then starts learning everything about him through her mind spell. Having learned enough, she disconnect the spell, making Twilight knee down in exhaustion as breathes heavily while Tempest stares wide eyed at what she learned. She then looks down in thought while turning back to the hull entrance and starts walking towards it, while Twilight looks at her, wondering what she had learned that made her speechless, but gave up and starts thinking back to her failure.

* * *

As Tempest walks down the staircase, she thinks about what she had learned: A human from another dimension that has an alien device that has the power to turn him into 10000 aliens, each with their own powers and abilities, here in Equestria because of the Princesses. At first, she thought about telling the Storm King about this when she stopped in realization at something. Her face then started grinning evilly as she got an evil idea. "Why tell the Storm King about this? Let him have the power of a hundred armies. I'm going to get the power of a thousand worlds to myself."

Just as she said that, a purple glow appeared behind her and attracted her attention as she turns around. She sees a swirling portal only lasting long to drop a small, black with purple lines, cube before closing shut. The commander walks up to it and examines it, curious on what it is. She decides to touch it, placing her hoof on it. Just then, to her surprise, black ooze with the same purple lines starts crawling up her leg and starts spreading through her body as it starts morphing her into something.

Her form was concealed by the shadows, but she got a big as Four Arms as spikes jettison from her shoulders, wrists and feet. She grew sharp claws as purple lines formed around her as 2 glowing purple eyes formed out of the shadows. Tempest examines her new body as she start chuckling, before increasing it into full laughter. We may not know what has happened, but what we do know is Dan is in for a huge surprise.


	13. Chapter 13

Ch 13: Rallying the troops

Back at the beach, Dan had stopped stomping and had sat down with his knees pulled and his arms crossed on them. He was still mad about what had Twilight had done, but then starts thinking something else as his face became gloomy as he looks down. "I know I'm still mad at Twilight. But why do I feel guilty?" "Because you care about her." The boy looks up to see his smiling Grandfather.

"GRANDPA!" But when he tries to hug him, he went through him like a ghost! The boy waves hand through his 'Grandfather' as he questions in surprised. "Grandpa?" "Not exactly. I'm just your subconscious in the form of your grandpa, kiddo. Your real Grandpa is still back home." Illusion Max said with a smile, making Dan raised an eyebrow as he responds back.

"Okay... not the weirdest thing that has happen to me before. But, craziness aside, what do you mean "I still care about Twilight?" Grandpa? It's okay to call you Grandpa, right?" Dan questions the illusion as it chuckles and responded back. "No Problem, it's less confusing. And what I mean is deep down, despite your fight, you still like and care about Twilight as your friend." 'Max' responded back, Making the boy cross his arms and turn around with an annoyed expression.

"Oh, please. She lied and tried to use me for her own personal gain. Just like Charmcaster. Why do i still think she is a friend even if I told her we're not anymore?!" Dan yells out as he turns back at 'Max' with an angry look. "Because she is different than Charmcaster." 'Max's' answer shocks Dan as he makes a surprised look. "See, Dan, Charmcaster used you for her own selfish needs. But Twilight did it not for herself, but for her friends, family and home. She was trying to do what she thought was the right thing, at the time." Dan looks down in thought at what the illusion said.

"Dan." The young boy lifted his head to see the ghostly grandpa kneeing down and placing his right hand on his shoulder while on eye level with a smile. "Friends makes mistakes sometimes. But that what's make friendships stronger than ever: They learned from their mistakes. Twilight summoned you not because she needed a hero, but because she needed a friend to help her with her problem and what do Tennysons say about problems?"

"Tennysons don't run from problems. We face them head-on." Dan responded back with a smile, understanding and forgiving Twilight and gaining his confidence back. "That's right. And I think it's time you stop moping and start heroing. You never gave up after all your other hardships, so why should you now? Twilight and her home need you now, Dan. Be that hero and help them. And whatever happens, I'm proud of you, sport..."

The ghostly figure fades away into a series of sparkles as the kid has tears in his eyes, wiping them out as he whisper. "Thanks, Grandpa. 'Sigh…' I guess I have to talk to Twilight and apologize to her. This isn't going to be easy." Dan said to himself as he has one fist on his hip while he scratches the back of his head with his Omnitrix hand.

"She's! Been! Taken!" Dan turns to sound of Spike's voice to see him and the other ponies running up to him with panic looks on their faces. 'What are you talking about?!" "It's Twilight, she's been kidnapped!" "Tempest! She grabbed her! And took her on her ship!" Pinkie and Spike explained while the dragon point up to the sky. "Oh man!" Dan exclaims as his eyes widen at what had happen to the Princess.

"We gotta get her back!" "How? We'll never catch up." Fluttershy questions Rainbow as Dan spoke up. "I can turn back into Way Big, carry you all, and run really fast to catch up!" "Even so, Dan, we have no way to defeat all those monsters." AJ points out.

"Well, good thing I happen to know of a group of mighty heroes that could handle this easily!" The group turns around to see Capper on top of a big rock, looking down upon them as Rarity glares at the con cat. "Well! Look what the cat dragged in! Himself!" "You! I've been wanting to turn you into a throw rug after I heard what you tried to do my friends!" Dan socks his fist into his palm as he threatens Capper.

Capper ignores them and continues saying. "These heroes have faced the Storm King's army and escaped! I've seen them tackle the streets of the roughest towns, break out of the tightest situations, and inspire others to join their cause! And they are also aided by a Galactic Champion from beyond the stars. This mighty champion has saved the universe twice, fought monsters and bad aliens on a daily basis and defeated a fearsome warlord!" As the others were amazed at what they heard, Dan has his arms crossed as he and AJ share a deadpan look.

"Now don't get too excited, Y'all." "Dude, you think complementing us is going to help anyone, really?" The others groan as they realized he was talking about them instead of others. "They even escaped certain doom at the hooves of Commander Tempest! And even took down 4 of her ships!" Capper said as he slides down the rock and flips into the air, landing perfectly near the others. Rainbow Dash looks down in thought and realizes he is right. "Yeah. That was pretty great."

"Are you kidding me?!" They look up to see Captain Celaeno and her crew on top of a cliff. They then leap down to the sand as Celaeno praised them as Squabble squawks. "That was awesome!" "Figured you could use a claw!" Boyle said as he holds out his claw to show them they are ready to help. "We're on board to help you fight the Storm King! Just not on board our... actual ship." Celaeno awkwardly added, on account that their ship is destroyed. "That crazy unicorn sunk it. But you got back our argh! And we're ready to kick some booty." Mullet said as Celaeno draws her sword while her and her crew cheers.

Just then, a golden glow came from the water behind, getting everyone's attention as they turn around and gasp at what they are seeing. A figure emerges from the water, spinning as it continues glowing. The light then exploded, showing a shadowy figure that looks a Pegasus, but has bird talons on it's front legs. "Is that what I think it is?" Capper questions in disbelief as he and Celaeno starts in awe. The light died down to revel Skystar as she lands on some nearby rocks., now in the form of a Hippogriff, where she now has blue features for a mane and tail, having small feathers on the back of her bottom legs and ears. She has beak instead of a muzzle and her anemone and pear collar turned into a pink flower and necklace of seashells respectively.

"Hellooooooo! Me again! I'm gonna get so grounded, but I talked things over with Shelly and Sheldon and they pointed out that you were just trying to help your friends." She explained as Pinkie steps forward and smiles at her new friend. Skystar leap near Pinkie pie and whispers the last part of her sentence to her. "So, I wanna help too. 'Cause ya know... one small thing... can make a really big difference!"

Just then, another glow appears in the water followed by another figure busting out and morphing into another Hippogriff, which turns out to be Queen Novo. Her Hippogriff from looks like her Daughter's form, except her mane and tail is now purple peacock feathers with 3 blue feathers in the middle of her crown with 2 of them on her tail. The small leg feathers have light blue color at the ends with a furry collar of the same color around her neck. She lowers herself down to the ground with her huge, majestic wings.

"Mom!?" "Novo?" Skystar and Dan said in surprise at seeing the Queen of the Hippogriffs in front of them. "Yep, the queen again. Skystar, you are so grounded. But, I've been thinking to myself and your right, Dan. It's about time I stop worrying and start trying! Even if there's a chance we fail, I'm still taking a risk! Like a real leader should!" Novo said, making Skystar gasp in joy and Dan and the others smile at the queen joining the fight. "That's it, right? We didn't make friends with anypony else?" Spike points out, wondering if is there anyone else they are missing.

"All right, y'all! I think our course is clear. Y'all ready to do this thang?" Capper announces to everyone as Dan did some thinking to himself, then calls out a couple of questions. "Just a couple of questions. Where is Canterlot? And does the Storm King has other ponies as prisoners as well?" "Well, judging on the direction Tempest's ship went, I say north in that way, past the cliffs." Spike points to the cliffs near them as Celaeno answers the 2nd question. "And if I know the Storm King, and I defiantly do, I say absolutely. Why you asked?" She questions and the other looks at him as moves to a bit in the front of the group. "Oh, just want to know." He then quickly activates and slammed on the Omnitrix, morphing his body under the flash of green light.

* * *

His arms started to turns lime green as his fingers morphed into 3 claws. His ears disappeared as his head turns into the same color around his mouth area while black starts to form around the rest, also removing his hat and hair. 4 stalks with gray coloring at the ends with green eyes with black pupils burst out of the sides of his head and blinked once. Fragile-looking insect wings ripped out of his back through his black clothed part while 4 insect flat legs busted out of the sides of stomach through holes of his green with black stripes clothing as his normal legs morphed into a black and green tail with a big stinger on the end. Stinkfly then turns around and flapped his wing in pose as the light died down.

* * *

Everyone starts in surprise at the bug alien and were about to question when they got a whiff of him and starts plugging their noises while groaning and gagging on the small. "Aw, dude! You reek!" "My nose, it burns!" "You smell like you haven't bathed in 3 months." "Phew, Now I get why you call this one 'Stinkfly'." Rainbow, AJ, Celaeno and Novo complained, disgusted at the Lepidopterran's natural stink. "I know." Stinkfly said before buzzing his wings and taking off, heading over the cliffs and on the way to Canterlot. Once he got out of sight, everyone starts taking deep breaths while wondering why is he leaving, but decided to focused on their goal: Saving Twilight! "We're coming, Twilight!" Pinkie calls out as everyone cheers and gets ready to head out. "As soon as we bake up a plan!"


	14. Chapter 14

CH 14: The Terror of Techno-Tempest

Back in Canterlot, where the city is in ruined because of the invasion, every Pony that has been captured has been placed in one area. Most of them are in cages, while a couple of groups are being led in ropes by a couple of the Storm Guards that are watching them. As one group of captives were giving a Guard a massage, as he rests his feet on a pony's back, straining in process because of the weight, Songbird Serenade sadly sings from her prison that was placed like a bird cage in a sense of irony.

[Songbird Serenade]

 _I am here and I see your pain_

 _Through the storms, through the clouds, the rain_

 _I'm telling you you cannot escape_

Just then, a Storm Guard came over and banged on her cage, making her stop as she gasps. The Guard growls a bit more, telling her in his own language to stop singing. Just then they both turn to the sound of a cart being pulled to see Tempest leading a cart being pulled by 2 stallions that is carrying the caged princess. As she passes by Twilight looks at Songbird who is looking at her in sadness, even though one can not see her eyes due to the bangs. She then looks down in sadness, feeling more like a failure once again.

* * *

The Tempest guards pushed open the doors to the throne room as they moved to the sides, making way for their commander and her prisoner. As the cage is moving towards the 4-petal symbol on the floor, Twilight briefly looks to the right and silently gasp in shock on seeing her mentor, frozen in stone. The Guards places Twilight's cage on the upper right corner, next Celestia and Cadance's petrified forms. Twilight looks up to see one of the stallions looking back at her in shame as he was walking out with the Guards, right before Grubber closes the door and turns and chuckles with an evil grin.

Twilight pleading with Tempest to reconsider what she is doing, only for the hornless unicorn to cut off her and brushes it off. "Tempest, don't do this. Don't give the Storm King—" "You're magic? Time to share. Once he gets what he wants, I will get what I want soon enough. I'd love for everybody out there to know what I can really do." Tempest said as she turns from her captive and smirks at her plans. "Ooh, fascinating! What can you really do?" Both ponies gained looks of surprise as they both see the Storm King himself entering from the balcony as he taps his Staff of Sacanas as he stands still.

"Your bidding, of course. Your Mighty One." Grubber praised as he knees down while Tempest stands to attention. He then looks left and right for a sec and then starts running out of the throne room through the entrance as Tempest rolls her eyes upward in annoyance at his cowardly move. "Bidding's good. I like bidding! Um, what are you supposed to be?" Storm King questions Twilight as he approaches them and looks in confusion at the prisoner.

"I'm the Princess of Friendship!" "Oh. That's nice." He laugh and mocks Twilight as he wipes a tear from his eye. He then turns to Tempest and questions her as grits his teeth as he points his thumb at the only princess that is not a statue, to which she answers while smirking at Twilight. "Why is this one still moving?!" "She and her friends put up a bit of a fight, but she's alone now. She won't be a problem." Storm King then pets Tempest and walks past her, making her annoyed at being treated like a dog, and rants about the city.

"Yeah. So, speaking of problems, this place, it seems a little too—oh, I don't know—cute! I don't like cute! I never did like cute! Doesn't really go with my whole "big bad powerful magic guy" thing, , does it?!" Tempest raises her eyebrow, making a look that says "Seriously?" "Deliver the punchline, Tempest, because this has gotta be a joke!"

He then slams his staff in the middle of his symbol, which caused glowing blue lines to outline the symbol, surrounding the 4 captured princesses. The Storm King looks in confusion as he looks up and down and then gasps in shock. Glowing, magical lines started to cover the stoned princesses from the bottom, spearing to the top as Celestia's eyes glowed yellow just as a beam of yellow magic streamed from her horn to the staff's crystal. The same thing happened to Luna and Cadance as their eyes and horns glowed dark and light blue, respectively.

Twilight tried to straggle, but was engulfed in the same lines and Has they same thing happened to her Purple glowing horn and eyes. "No!" She cries out, feeling the draining of her magic. "Check out the light show!" The Storm king chuckles as the process continued for a bit. The Storm King yanks up his Staff just after the drainage stopped and waves it a bit as it crackles blue electricity for a sec. "Wow! Wow!" He said in amazement as Twilight's eyes stopped glowing and starts paint from exhaustion of the magic draining, lying down on her stomach with her head on the floor. "Let's get this storm started! Ooh, hey, that's good. I should trademark that." He said in thought, thinking about making what he said into his catchphrase. He then charges his staff and smiles as he turns toward the ponies as Twilight raised her head.

* * *

7 minutes ago, outside the city walls…

Everything was quiet for the time, until XLR8 zooms in, stopping and hiding behind a tree, looking at the 2 Guards at the gate. "Those muscle heads won't know what passed them." XLR8 whispers to himself and zooms towards the gate, passing the Guards and causing them to spin for a bit before stopping dizzy. They were confused for a bit at what had happen, but just shrugged at each other and resuming guarding.

XLR8 continues speeding through the city, going up on the rooftops to avoid the other Guards. He stops every now and then, looking at the streets for something. "Where is it?" He said to himself as he keeps looking. He then stops on a rooftop and looks down, smiling at what he had found: The prisoner area.

"Okay, let's see how many guards are there? 1, 2 ,3… 5! Only 5? I love those kind of odds!" XLR8 Said in confidence as he slides his visor in place. He then zooms down into an alleyway peeking out to see Songbird's guard threatens her again as she cowers. He then speeds to towards the bully, spinning around and lifting him up in the air as he made a tornado.

The Guard screamed his head off, attract all the guards and prisoner's attention as they look in shock. XLR8 then stops and jumps up, whacking the Guard into another with his tail, sending them crashing down like bowling pins. XLR8 then lands and zips out of sight, confusing the 3 others. Just then, a blue and green blur speeds by and grabs a Storm Guard as he zips by, passing by an open cage and tossing him inside, locking it as well. He did the same thing to the other guard as the last looks around, armed with shield and spear.

Suddenly, the blur slammed into him, knocking away his equipment. The blur knocked him a few time as it hits-and-runs him, distorting the Guard. It turns around trying to find the speedster, not noticing the new 'Kick me!' sign on it's back. It turns around just to see a ball covered foot slammed into his face, knocking him into another spare cage, locking it as the blur took the cage keys from it.

The Ponies look around in confusion. One minute, they were all being held against their wills, the next, A mysterious blur took down their captors like they are nothing. Suddenly, the blurs speeds by the defeated Storm Guard group, tying the 2 knocked out guards with chains, 6 times, each time dropping a group of 3 defeated and chained guards. The blur then sped past the collared ponies, breaking the ropes and muzzles that binds them, much to their shock.

The mysterious speedster the speeds by the cages, unlocking the doors and freeing the captives. Songbird's cage was last unlocked as the popstar herself jumps down from it all calls out to the others." Is every pony okay?" She gets remarks of yeses and we're fines in response. "What just happened now?" A Unicorn named Starlight Glimmer questions.

Just then, the blur stops in front of the group, making the group look and gasps in surprise at the sight of XLR8 before them. 'Woah! What is that thing!?" "It looks like a blue lizard that stands upright!" "Hey, check it out. He's got wheels on his feet!" 3 fillies named Apple Bloom, Sweetie Belle and Scootaloo cries in exclamation, in awe at the alien in front of him. "Hang on, did you take those guys down and freed us?" A Pegasus wearing a blue with yellow jumpsuit named Spitfire as she pulls her goggles up.

XLR8 retracts his visor and smiles while nodding to the group. "Thank you so much." Songbird thanks the alien hero as the group all smile and thanks him as well. He then waves at them and the speeds off to the castle as the ponies all watches him. Songbird silently wishes him good luck in saving Equestira and turns to everypony else. "Okay, everypony. Let's head out, quietly!" She orders out as the others nods and starts heading to a hiding place until the storm blows over.

* * *

"Okay, Everypony has been sent somewhere safe! Now to take on Banana breath and the hornless freak!" XLR8 said to himself as he speeds through the town, zipping past the guards without them knowing. Just as he stops and hides behind the gate to the courtyard of the castle, glowing Blue lines starts appearing all over the massive city and then being drawn into a single spot near a balcony that overlooks the yard. "Okay, this is definitely not a good sign!" He comments as he stares wide eyed at the scene before him. As he stares at the building, A giant blue bolt of electricity blasts from the balcony entrance, sending some debris flying. "And I know that is an even badder sign!"

* * *

Twilight grunts in pain as her body smashes out of the balcony with bits of her cage landing near, crackling with some blue energy that The Storm King's staff shot with. "Not bad. Actually, kinda first rate. What else does it do?" The warlord comments as he looks and taps his staff a bit with a look of thought. "Your Excellency, may I take the Princess of Friendship inside with me? I still have some 'personal business' to deal with her." "Huh? Oh sure, go on ahead. I'll be out here, testing some new magic."

The Storm King approves Tempest's request as she goes and scopes Twilight on her back just as she was coming to. As Tempest heads back into the throne room, her boss raises his staff as the sun did along with it. He notices it and starts moving it up and down, bending the sun to his command as he said joyful shock. "You gotta be kiddin' me! I can move the sun?! A ha ha! Wow! Now this is what I'm talkin' about!"

* * *

As the Storm King was busy playing around, Tempest took her captive and drops her in the middle of the symbol in the Throne room. "Tempest, please! It's not too late to change! We can still stop the Storm King, together! Please, let me be your friend." Twilight pleaded the commander, hoping she can help off this path.

But to her surprise, Tempest chuckles for a bit, making her confused and concern. "Silly little princess. You actually still think I wanted friendship? You're very wrong! Let the Storm King have your magic… for now. Me, on the other hoof, I am after a greater power. A power that is beyond this world and has the strength of 10000 worlds, little one." Tempest explains as she circles around Twilight, who is looking down in thought at what she had said.

Twilight gasps in horror as she looks at the grinning villainess. "You're after the Omnitrix!" "Bingo, Princess. Once I have that beautiful alien device in my passion, I will not only get my horn back, but I will also show everyone the exact same pain they did to me and rule this land, after my boss is taken care of, of course." Tempest explains her secret plan to the horrified alicorn.

"Guards, gag and tie her up! I want to make sure our little pretty princess is nice and comfy for her role as 'damsel in distress'. For her friend." Tempest orders to something behind Twilight as she smirks down at scared Princess, who turns around and gasps to see 1 of Tempest's guards holds out his hands while the other holds a coil of rope. The 1st guard makes a lunge at the princess as the screen fades to black.

* * *

"You have got to be pulling my tail!?" XLR8 exclaims in shock as he sees the sun and moons being move rapidly back and forth. Focusing on the task on hand, he zips past the courtyard to the castle throne room entrance, stopping to see the Tempest guards exiting and widen their small eyes at the Kineceleran as he did the same thing back.

"Uhh… Hi guys?" The Guards growled and tries to tackle him, but XLR8 quickly dodges them as they continue to throw punches. "I guess the feeling's not mutual, huh?" He then uses his speed to thrash them, finishing the job by spinning them around and then kicking them both, knocking them into a broken stand as they groan in defeat. Smiling at his work, XLR8 then zips to the doors, opening them and zips past them inside. He runs around the castle, zooming through rooms for a bit and heading towards the throne room.

* * *

Tempest steps in front of the stoned alicorns, now arranged side-by-side and on the left side of the Throne room in the order of Cadance, Celestia and Luna. "Time for the ladies to wake up." Just as Tempest said that she reaches in her armor pouches and pulled out a small bag. She reaches in and pulled a small bit of pink powder and blows on the statue heads. As the powder reaches the stone figures, the heads then unfroze, reveling 3 gasping princess as they blink and looks at each other in shock.

"What happened?!" "Why are we back in the Throne room?!" "Why are our bodies still stone while our heads are moving?!" Cadance, Luna and Celestia questions as they look at each other. Just then, Tempest chuckles and attracts their attention as they widen their eyes. "Tempest!" "Morning, your majesties. Did you all sleep well?" She mocks them as questions with a smug smile, angering the others. "Yes, we did sleep. Thanks to you!" Cadance said as Celestia questions "How did you break the spell?" Tempest hold up the bag as she explains.

"A little something, I call "De-stoning powder". A little bit can unpetrify a part of a stoned one while a big hoof full completely undoes it. Who knew experimenting with Obsidian orbs can produce a very effective antidote as well?" Tempest states as she toss the bag a bit away from Luna.

"You have made a grave mistake waking us, Tempest! Now that we have control of our horns, we can use our magic to stop you!" Luna declares. Tempest just stands still, smirking at the Alicorn's struggle at activating their magic, which are no longer their anymore. "What's going on?! Our magic isn't with us!" "Oh, did I forget to mention that while you were all sleeping that The Storm King Stole your magic and is now outside on the balcony playing around with them? Must've slipped my mind."

Tempest mocked answers Celestia question, making the Alicorns look to their left to see to their horror, The Storm King rabidly changing the sun and moon while shouting. "Day, night! Day, night! Day night! Day night! Day night!" "But, the Storm King isn't what you should be worried about, it is me." Tempest said getting their attention. "You see, I'm having something special being delivered to me at this spot as we speak. As soon as I get it, I will soon be all powerful! And the Storm King will be a memory. You see: why be the commander of an army of a man-child? When you can be the empress of a vast kingdom instead?" She declares as the other alicorns glared at her.

"By the way, I made a new friend while I was out. Isn't that right Twilight?" Tempest turns around and walks away a bit and then moves to the side to reveal Twilight, tied to a chair with ropes covering her upper body, leaving her head, neck and lower legs free while a white bandana gags her as she moans at the others, who widens their eyes in shock. "Twilight!" "you gagged and tied her up!?" Luna and Cadance cries in shocked at seeing the bounded Princess of Friendship as Celestia was horrified.

"Ohh… don't think like that that. Think of it as… 'getting comfy' After all, we're practically 'BFFs'." Tempest said as she cups Twilight chin and turns it to her, shaking her head along with Twilight's as she pats her cheeks, making the princess groan out. "Tempest." She looks back to see Celestia glaring at her with rage.

"If you so much as harm a single piece of hair on Twilight, I swear I will—" "What? Just continue looking at me with narrow eyes? Face it, Celestia. You can't do anything except watch." Tempest said as she lets go of Twilight chin and walks a few steps forward towards them, stopping in the middle as the other Alicorns silently glares at her. "Besides, in my world, all of the creature and ponies would be united under my banner, my rule! IT would be a perfect world of Harmony! But in order to reach it: We have to get rid of some dead weight. And that's what you 3 are: DEAD Weight." Tempest aims and powers up her magic as the Alicorn adopted looks of terror as Twilight struggles and mumbles behind her gag. The commander chuckles as she prepares to fire.

BANG! Just then, the throne room doors busted open just as XLR8 timed out, standing in the doorway as Dan Tennyson as the others direct their attention to the kid alien as Twilight mumbled his name behind her gag while Tempest powers down. "The front door was open, but I decide to knock anyway." "Charming… I'm guessing your Dan 10? The so called 'on of the greatest heroes in the multiverse'?" Tempest questions as she walks forward in his direction, making the other alicorns surprised that the hero they had summon is not only a human, but a 10-year-old kid.

"The one and only, I'm guessing that your Tempest Shadow, huh? Here's the deal: you let my friend and the other princesses go and I won't take you apart!" Dan threatens as he socks his fist into his palm. Twilight smiles under her bandanna as she was touched at him coming back. "Or how about this deal: You surrender to me and I might let you breath." "Well then, I guess it's no deal for the both of us then!" Dan said as he gets in a fighting position. "Very well, Tennyson. Do you have any last words?" Tempest said as she charges up her horn as the captive princesses looks in worry. Dan smirks in response as he yells out his catchphrase. "Just 3: IT'S HERO TIME!"

Dan then activates the Omnitrix and slams down the core, emitting a brief flash of green light and then starts morphing Dan.

* * *

He stomps his feet as they became copper boots with 3 green lines on them as his pants became blackish-green with triangle dash lines on them. He bends down and holds his new massive arms that has green fingerless gauntlets them as bronze flat head bolts pops on his elbows and shoulders with a green line in them, crossed and near his head. He then became so muscular his shirt rips off as his skin turns grey with some of it turns darker with stitches appearing, making it more patchwork-like as some pinkish scars appear on a few parts. Just then, 3 more bolts popped out of his back one-by-one as 2 huge green conductors with white coils and green bulbs thrusted out of his shoulders. He then bends upward just as his hat and necklace disappeared and his hair became black and in a spiky mullet style as the transformation finishes.

* * *

Frankenstrike pounds his fists together as his conductors and arms starts sparking green lighting, making him more intimidating. Twilight widens her eyes in amazement at the transformation while Tempest smiles as she was impressed by the power of the Omnitrix. The princesses gasps in shock at seeing a human boy turned into what looks like a biped version of Franken pony. "Amazing. The Omnitrix is more powerful than I thought. I will have it for myself!" "Please, you're 3 quarters my size and still thinks you can take my watch? Lady, you're crazier then you look!" Frankenstrike taunts as he smirks.

Tempest then smirks as she responded back. "On the contrary, I happen to have something that will give me an edge." She then pulls out and holds the black with purple lines cube, dropping it on the floor and stomping on it.

Then, black ooze with purple lines started to spread from her hoof up to her leg and then her body. She then stands up on her 2 while smiling evilly as her back legs starts morphing into long, thin-yet muscular legs with spikes on the side ankles. She gain a female torso as spikes appeared on her shoulder and hips. She grew the same style of arms as her legs as 3 spikes appears on her forearms. She grew 5 sharp claws.

The alicorns looks up in horror and fear at the monstrosity that is Tempest, who chuckling as the black ooze covers her head and morphs it into a horse head with purple glowing lines and a purple glow in her opened mouth, that is filled with sharp fangs as Tempest's mohawk forms, now in a black with purple glowing lines. Frankenstrike blinks in shock as 2 purple glowing eyes form on the demoniac horse head. " **Now, I'm only going to say this once, Tennyson**." Tempest said, her voice now has a Mechamorph tone to it. She then holds out her left claw in a giving motion as she yells out her demand. " **GIVE ME THE OMNITRIX!** "


	15. Chapter 15

Ch 15: Battle for Canterlot

Back outside, the sun and moon switch places for a bit as the guards at the gate watches. Just then, they heard a noise coming from the trail and turns around to see Capper, wearing an apron and a chief hat walking towards them while looking at a letter. Behind him is Pinkie and the others, hooked and pulling a cart that contained a huge 3-layered cake that has blue dark grey icing with blue frosting.

On each layer, there is different artwork. The bottom layer has collared smiling ponies with little hearts in a curved line, connecting to each one. The middle layer has the lightning bolts symbols with a little heart on top of each one. The top layer has hearts with the Storm King's face in the middle of each one. Spike is on top of the cake itself in a frozen pose while blowing a continuously small green flame, acting like a candle.

The guards block the cat's path with their shields as Capper speaks to them. "Uh, yeah, I got a delivery here for a Mister "The Storm King". I was given explicit instructions to bring this here cake to this here castle's throne room." He explains as he points at the letter while smiling. The guards look at the cake and the gloomy ponies carting it, then looks at each other, suspicious about the cake or the people delivering it. The Storm Guards points their spears at Capper as the cool cat tells them.

"All right, then. Look here. Could one o' y'all go be a pal, go tell your boss he's not gettin' his "congratulations on subduing defenseless pastel ponies" cake? 'Cause I don't wanna be the one responsible for the big guy missin' his special dessert. You know what I'm sayin'?" He told them as he walks back to the group as Pinkie looks up at him. Capper then silently counts down from 3 with his finger as the guards look at each other, then, as on cue, Capper points behind him just as the guards moves to the sides.

Pinkie's face switch to joyful as Capper winks at her. "Thank you kindly, fellas. I'mma be sure and put in a good word for the botha y'all." He told the guards as he passes them while the ponies followed behind. Applejack looks briefly at one of the guards, who narrows his eyes and growls at them. "Pinkie, quit lookin' so happy! Ya ain't foolin' nopony!" She whispers to Pinkie, who had a huge smile on her face, telling her to kep the act up. Pinkie whispers back. "Oh! Okay!" She then made a gloomy face.

As the group moved through the ruined streets of their home, passing by Storm Guards, they noticed that there are no pony prisoners at all, not even one in sight. "No one is imprisoned? Why do I got a feeling Dan had something to do with this? "He must of went ahead of us to free our friends and families! What a heroic gentleman!" Rainbow Dash and Rarity whispers to each other and then stopped talking so the guards won't overhear. As the kept walking, Grubber pops out of a pie stand and was about to eat them when he saw something better.

"Oh, hello, cake!" He then runs over and hopes on the back of the cart, unnoticed to the group. "Ooh! Don't mind if I do!" Grubber then scoops of some of the icing, exposing an eyeball underneath it. "Mmm! That's some, like, gourmet icing! Who put eyeballs in filling?" Grubber questions as he stares at the eye. They eye then blinks, scaring Grubber and making him alert the Guards just as Squabble pops out and pulls him in the cake. The Guards then turns and growls at the group with narrowed eyes, knowing something is up. They all surround the surprised group, cutting them off.

"Uh-oh. Plan B?" "The jig is up!" Rainbow Dash exclaims and taps he back hoof against the cart. Just then, Celaeno and her crew, along with Skystar and Novo busted out of the cake! "Come on!" She said to her crew as they all starts fighting the Storm Guards. Skystar dodges a few spears then swoops in and grabs a guard chasing Spike and tosses it to another group, while her mother picks one up by his's chest plate and gives him a strong right hook, sending him flying into a bottle stand and buries him.

Squabble slams his life float over a surprised guard while Lix pokes one in his's butt with her fork peg tail, making him holds it while crying in pain as Lix laughs. Applejack quickly runs around one guard with lasso wrapping around it's legs and stops while pulling on the rope, tripping him and kept hog-tied. A group of 3 guards charged, but trips over a pink streamer as Capper hold one end while Rarity holds the other. She then ties them together with a bowtie with her magic as she comments. "Lovely!"

"Surprise!" Pinkie shouted as she holds a present to a startled guard. She then leaves as the guard hold the box in confusion. Pinkie then somehow pops out of the box while holding a cupcake. "Double surprise!" She then smashes the cupcake on the guard's mask, splatting the walls behind him as well. She drops down and starts whirling her front legs like windmills and starts tossing cupcakes like a machine gun. The guard was pelted a lot and slides down the wall in defeat, but Pinkie kept firing and laughing crazily like a psychopath. Fluttershy yelps and screeches to a stop as spear jams down in front. She looks up at the guard growling at her and said with an adorable face. "You seem tense. Do you wanna talk about it?" The Guard made a confused sound at her question.

Celaeno kicks away one guard while blocking another's spear with her sword. Rainbow Dash swoops between them, making the guard raised his spear in which Celaeno knocks away with her jade peg leg. "Head for the castle! We'll hold them off!" She told the ponies as locks against another guard's spear. "Come on!" Rainbow Dash calls out as the others follow her… well, except for one. "Let it all out." She said as she comforts the guard that stopped her, who is surprisingly crying and sobbing. "Fluttershy!" Her friends called out to her. She then leaves the crying guard while telling him. "Oh! Sorry, our time is up. Buh-bye!" The guard said bye to her as well.

As the group of ponies, along with Spike, Capper, Novo and Skystar is heading towards the castle via the bridge that connects the town to the palace. They all saw something crashing and flying out of the throne room's roof and into a high observatory while shouting. "SERIOUSLYYYYYYYYYYYY!?" The screaming object smashed through the dome with a boom as the others looks in shock at what they had saw. "What in thunderation was that!?"

* * *

Back in the Throne room, before the cake plan and battle outside happened, Frankenstrike stares with a puzzled expression while the Princesses gazed in horror at the now Mechamorphified Tempest Shadow. " **The Omnitrix. I want it, now**!" The now newly dubbed 'Techno-Tempest' demands. "How did Tempest get her hooves on a… Never mind! Might as well get to the fun bit!" Frankenstrike said to himself, pumped up for a fight. He then calls out to Techno-Tempest while rushing at her. "Hey Tempest, let's rumble!"

She charges at Frankenstrike, who threw an electric charged fist that slams into her and knocks her back a bit. Frankenstrike then hits her with a right hook then a left uppercut followed by a sidekick to her chest that pushes her back. Techno-Tempest unsheathes her claws and rushed back at the Transylin, swapping at him as he blocks with his gauntlets as sparks fly from the impact. She then kicks him and knocks him back and holds out her arms as they shifted into Gatling guns and starts rapidly firing small purple energy bullets. Thinking quickly, Frankenstrike grabs hold of a nearby piller and tears up part of it to use it as shield with his impressive strength.

After the barrage of enemy fire stopped, Frankenstrike throws at Techno-Tempest, who shifts back to her claws and punches the rock apart. Frankenstrike then charges his conductors and slams his fists on the floor, making an energy wave traveling across the floor and struck Tempest making her cry out in pain cause of her new electrical weakness.

The alien rushed up and delivered a few thunder body blows, making her try to swipe at him as he delivers a punch into the back of her head, knocking her on her front. The alien notices the captives. "Don't worry, Twilight! Just a few more blasts and she's down for the count!" Only to get his head grabbed and tossed to the doorway by Tempest. The alien stands and rubs his head as the pony-alien hybrid approaches him.

'By the way, nice outfit. I didn't know 'ugly horse mechamorph' was in season." Frankenstrike insults Techno-Tempest, who hold out her right claw and clenches it into a fist as she responded back. " **So is your defeat, child**!" She then delivers a powerful uppercut, so powerful that it sent Frankenstrike flying upward while spinning backwards. He smashes through the ceiling while shouting. "SERIOUSLYYYYYYYYYYYYY!?"

He then crashes into a high towered observatory. He sits up and groans while rubbing his head, not noticing the time-out warning from the dial until her morphed back into Dan. He looks up at the hole in dome and then around the damaged room and the big hole in the entrance that has a bridge connecting to the tower that leads to the rest of the castle. "Oh, man! Twilight and the other princesses are so going to be mad at me about this." Just then, Techno-Tempest lands on the bridge as the wings and thrusters from her feet retracted back.

" **I will not be one to repeat myself, Tennyson**!" Dan responds back as he stands up and places his hands on his hips after showing the Omnitrix briefly. "Creeps like you always tries to get this thing for months. And everyone is an epic fall! What makes you thinks that you can do any better?" " **Because unlike those 'others', I won't be so merciful when you experienced the full wrath of my vengeance**!" She declares as she narrows her purple glowing eyes at the kid hero.

Dan quickly activates the Omnitrix and morphs into Heatblast. "Funny. Vilgax said the same thing before I blew him up!" He then uses his flame powers to rocket-tackle Techno Tempest and smashes her against the tower. He then starts punching her chest rabidly while she is down.

* * *

The group then hears more Storm Guards and turns back to some chasing after them. "Keep going! Shelly? Sheldon? Mother?" Skystar calls back to the others, who nods and kept heading towards the castle. She then holds her clams while calling them and her mother near hear who smirks along her daughter. "Ooooh… This going to be fun!" Skystar then throws her clams at one guard's face making him blind and stumping down while crying out. "I can't see!"Novo and Skystar then grabs a couple of guards and lifts them high.

* * *

Back with Heatblast, He forms a huge fireball and fires it at Techno-Tempest, knocking her back some ways, but stands up as she glares at him. "Oh man! That was one of my best attacks and she's still standing!" He said in dread, realizing that this fight might be tougher then he thought.

* * *

Just as the group reaches the gate, they were stopped by a group of 5 guard blocking their path. "Uh-oh." Applejack said in dread. Capper then smirks and looks down at Spike. "Hey, ain't you a fire-breathin' dragon?" Spike looks back at him and smirks at his question. Capper laughs as he wields Spike like a flamethrower, shooting a stream of green fire that scared the guards away as some of them caught fire and are trying to put it out. Capper drops Spike after using him for a bit and told the others. "You all go on ahead! I'll head back to the others and help them out!" The group nods in response and rushes to the doors. They had reached it and opened it, rushing inside to save their friend.

* * *

" **Surrender Tennyson, now**!" Techno-Tempest said to Heatblast as he groggily stands and places his hands on his legs and pants. "Oh, yeah? How about… Oh forget, I want to go home. I'm pooped!" Heatblast tiredly said after using up much of his energy in a barrage of attacks. Techno-Tempest approaches and grabs him, holding him up as she drew her left fist back. BAM! "REALLYYYYY!?" Heatblast yells out as he flew and crashes on top of the throne room roof and screeches to a stop near the balcony end, just as he times out. "Ow… that one really rung my bell." Dan groans out as he rubs his head in pain. He then looks up to see Techno-Tempest in flight mode and heading towards where he is right now.

Thinking quickly, he spins the Omnitrix dial until it stops on Way Big and slaps it down. Only instead… "So much for getting Way Big again. Guess Blitzwolfer will have to do." He said to himself as he looks at his grey furry muscular arms with claws and green wristbands. Tempest then lands on the roof and converted her claws into cannons.

" **Time to ground this miserable mutt**!" She then fires 4 black with purple strips missiles at the werewolf-like-alien. "All things considering, I rather be grounded by my parents!" He then grabs one missile then another, stumbling back a bit cause of the thruster force. He then grabs the last 2 with his feet claws, zooming off into the air with Techno-Tempest taking off after him.

As Blitzwolfer rockets through the sky, he looks down to see the valley, a hundred stories away from a drop. He then looks at his rockets and decided to move them upward, zooming up higher. He quickly straightens the rockets back. He then twists the missiles into the opposite direction, blasting off forward. He looks at his rockets and smiles, getting the brilliant idea to use them as makeshift thrusters to fly and starts heading back to the city.

Just as he almost reaches the castle, Techno-Tempest approaches and holds out her cannon arms, firing a barrage of missiles. Blitzwolfer keeps smirking as he leans and moves through the air, dodging all the missiles. He then zips past Techno-Tempest, making her chase after him as he turns around the 2 towers they had both been fighting on and starts heading straight towards her as she fires a few more missiles. Thinking quickly, Blitzwolfer throws his hand rockets and then his bottom one at the others, making a huge explosion of smoke and purple lighting.

" **Come on out, Dan! I'm not through with you yet**!" Techno-Tempest calls out as she hovers near the new cloud. Suddenly, Blitzwolfer pounces out of the smoke as his mouth morphed into 4 flaps and his claws out, giving him a terrifying appearance. He then smashes into Techno-Tempest, causing her thrusters to stop and the both to fall as they fight claw-to-claw. He then punches her a few times before grabbing and holding her down just as they smashed through the roof of the hall before the Throne room.

* * *

Applejack and the others made inside the hallway and ran to the throne door and opens it to find the other princesses, still encased in stone except for their heads and necks, and Twilight tied to a chair and gagged with a bandana. The Alicorns all turns towards them in surprise and joy. "Spike! Everypony!" Cadance cried out as Twilight muffled behind her gag. "Twilight! Princesses!" They all cried out as they all crowd around them.

"Are you okay, Twi?" Applejack questions as she pulls the gag off her friend as she takes breath. "I am now that you're all here. Quick, somebody grab the bag near Luna. In it is a special powder called 'De-stoning powder'! Use it to free them first!" Twilight orders as she directs to the bag near the princess of the night.

Rainbow Dash nods in response and grabs the bag. Standing in front of them, she pours a big pile into her hoof and blows onto the stoned Alicorns. Just as the dust touched their bodies, the stone disappeared, leaving 3 Alicorns stretching and flapping their wings. "Finally, you have no idea how uncomfortable being stoned is." "Now I know how Discord felt."

"Nevertheless, thank you, my little ponies and dragon." Celestia thanks the smiling ponies and winks at Spike while her sister and niece comments on their freedom. Celestia then trots over to Twilight's chair and grabs the rope knots in her teeth. Pulling back, she loosens the knot and pulls the ropes off Twilight.

"Celestia!" "Twilight!" Twilight then rushes over and hugs her teacher as she does the same, happy to see each other after what has happened recently. The others joined in on the hug as well. "I'm so glad you all came to help us!" "Are you kidding? We wouldn't we come? You're our friend Twilight! And we help our friends, no matter what." Pinkie declares, making Twilight sheds some tears at her and the other's determination. "Hey, speaking of friends, where the heck is Dan?" Spike questions as he looks around. BOOM! Just then, a huge crashing sound came from the hallway as the group redirects their attention there.

* * *

Blitzwolfer and Techno-Tempest crashed through the ceiling and slammed on the floor as debris felled around them. Blitzwolfer then starts scratching at her chest for a bit. Techno-Tempest then double kicks off and sent him flying near 2 pillars, which Blitzwolfer quickly recovers and faced his enemy. Techno- Tempest rockets towards him with her fists stretched out. " **Give me your watch or perish**!" She yells out as she throws a punch at Blitzwolfer. Only for him to grab and digs his feet in to come to a stop. "Is that like 'Truth or Dare'?" He taunts as he grabs Techno-Tempest's head and slams her on to both pillars and slams her down on the floor into the throne room.

Applejack and the others gasp in shock at seeing the new Tempest as she stands up and glares at the doorway. "Sweet Equestria!" "Holy frosted cupcakes!" "What in heaven's name is that?!" Spike, Pinkie Pie, and Rarity shouted in confusion. "That's Tempest!" "WHAT!?" The others shouted in surprise at Twilight's answer. "How did she become that thing!?" Rainbow Dash questions to which Cadance responded. "She took out some sort of black cube that has strange purple lines on it." "She then uses it to make some sort of unknown armor." "It made Tempest more powerful and dangerous than ever." Luna and Celestia add in, making the other look on in dread and fear.

Techno-Tempest snarls and charged at Blitzwolfer again, just as the alien werewolf as took a deep breath and sonic howls at her, sending green energy waves that blast her back to the others. But suddenly, she converts back to her missile launcher on her left hand and fires a rocket at him. "Twilight, look out!" Celestia call out as she grabs Twilight while the other quickly moves to the sides.

Unfortunately, Techno-Tempest slams into the 2 Princesses and continues flying with them backwards and smashing into the thrones and through the balcony walls, all of them screeching to a stop near the edge as debris piles and block the hole up, preventing the others from helping them. While that was happening, the rocket explodes on the right on Blitzwolfer, sending him flying through Twilight's window and out of the castle, heading towards the town.

"NOT AGAIN!" he cries out as he fell through the air. Just then 2 pairs of claws grabbed his arms and slows his fall, coming to a slow speed as he descends gently toward the ground. "Thanks girls, I was getting sick of the whole 'knocking me all over the place" thing. "No problem, Dan!" "It was getting boring anyway." Novo comments as she and Skystar places him on the ground and let's go just as he timed out and turned back human.

* * *

Techno-Tempest lifts her upper body and looks over the railing to see the Storm guards defeated and lying in unconscious. Her head turns back into goo and retracted to reveal her real head as she looks in disbelief. "What?! How?!" Twilight gasps in joy as she looks down with Princess Celestia, who are both standing back off after shaking their heads for a bit. "Is that what think it is!?" Yes, Twilight. It's the Magic of..." "Yeah, yeah! Friendship, and flowers, and ponies, and bleh!" The Storm King mocks with a happy face then made a disgusted one as he finishes, while holding his arms around the necks around the surprised Princesses and Tempest.

"I'm so totally over the cute pony thing. This... ends... now!" He declares as he starts laughing and points his staff upwards and fires a huge stream of blue lighting. He then spins the staff around, making storm cloud gather at the point of the lighting. Just then, swirling winds started to descend around the balcony and courtyard as the princesses and Tempest looks up in shock while standing behind the crazy weather-obsessed monkey.

* * *

Dan and the others look up in shock as well as the winds joined together to make a massive tornado that swept all the debris, object and even the Storm guards around the castle away. "You'd have to be flying faster than a speeding Pegasus to break through that wind!" Novo shouted as they look at the massive wind wall from the safety of a nearby alleyway. Dan looks around to get an idea until her saw something that made him smirk deviously. "Don't worry, I got a plan!"

* * *

"Now I truly am the Storm King! And the entire world will bow to my ba-ba-ba-boom, baby!" He yells out as lighting shows up every now and then, as the Alicorns looks in shock as Tempest looks straight at him. She then stands by him and kneels before him, gaining his attention. "Oh, Tempest is that you? Love the new armor suit. Really cool! The purple lines really bring out you color." The Storm King Complements Tempest on her new suit. "Thanks, your majesty and yes, yes, you are every bit as powerful as I promised, Sire, now, restore my horn and I swear to use my magic to serve you!"

"Who cares about your dinky little unicorn horn?!" The Storm King said back as he pushes Tempest out of the way, who had a shocked expression at what she had heard. "But... we... we had an agreement!" She argues back as she steps in front of her boss, who argues back and pushes her down on her back, making her look up at him. "Get with the program! I used you! It's kind of what I do!" He then charges his staff and fires an energy bolt at her. She quickly rolls right and left and then flips backwards on her feet, dodging the blue bolts aimed at her and quickly morphed her right cannon and fires a purple energy blast instead of a rocket.

The staff and cannon's energies hit each other and created a shockwave that knocks the both away, Sending the Storm King back against the wall and falls on his front and Tempest over the balcony and into the winds, if she hadn't morphed right claw back and stabs it into the railing. She looks at her thruster to see it sparking and malfunction, clearly gotten damaged during that last part of the fight with Dan.

Twilight and Celestia gasps in shock and looks between the crackling Staff of Sacanas and struggling Tempest Shadow. As Tempest tires to pull her other hand up, her grip starts to slip. She then starts being pulled into the tornado when suddenly… "Hold on!" "We got you!" Tempest looks in surprise at seeing Twilight and Celestia holds both of her hands, saving her from being swept away. "Why are you saving me?" She questions, confused that the princesses she stoned and tied up are holding on to her hands.

Twilight and Celestia smiles and responded backs to her. "Because that's what friends do." "And if Twilight trusts you, then I trust you too." Tempest was surprised at the what she had heard. She then shifts to a smiling face as Twilight and Tempest pulls her in. She lands on her front as she looks back at the Alicorns, who were looking at her as they place their hooves on her suit's back.

"Awwww! Isn't that just so sweet!" The ponies look up to see the Storm King standing up over them and laughs at their moment. He then aims his staff, charging for an energy bolt once again, at them as he grins evilly. "Yeah. See ya!" The ponies stares in horror at what could be their doom as Twilight and Celestia hugs each other while being close to Tempest.


	16. Chapter 16

Ch 16.: A new alien's electrical debut

"You sure about this, kid?" Boyle questions Dan, who is inside Pinkie's giant party cannon that was aiming at the tornado, as Capper looks on in confusion while Squabble is at the plunger, eager to push it down. "Just do it!" He calls back. "Okay, Storm King, you want to know today's forecast? Cloudy…" "With a 100% chance of aliens! Fire!" Celaeno finishes Dan's liner and then orders Squabble to fire, who squawks back and pushes the plunger down. BOOM!

Dan was shout out of the cannon and quickly activates the watch in mid-flight, slapping it down and quickly turning into Cannonbolt, who then quickly curls up into a spinning ball. "Cannonbolt BOMB!" He shouted as he breaks through the wind wall and starts descending onto the balcony.

* * *

The Storm King continues laughing until Cannonbolt smashed into him, sending them both crashing through the blockade and into the throne room, with his staff flying and lodging it self in the stand glass window above the hole. Cannonbolt sent the Storm King crashing under a pile of debris as he bounces off the wall near the doorway and was sent crashing down near the others, looks up in shock.

"INCOMING!" Pinkie yells out as they all scattered and got out of the way, just as the huge sphere crashes to a stop at the spot before. He uncurls him self and rubs his head in pain and groans out. "Okay… that was not one of my better ideas." He then times out and stands up, placing his hands on his hunched back and pushed to straightens himself with some bones cracking. "Ow… I'm definitely going to feel that in the morning."

"Dan!" He turns around to see Twilight and Celestia trotting towards him as the others gather around while Tempest moves to the side out of sight and just watches. Dan was surprised to see the Princess of Friendship coming up to him. "Twilight! Uhh… listen, back at the beach. You know with that little argument we had. I… I… you know, am—" Dan was cut off when Twilight flies up and hugs him. She then separates and told him with a smile.

"It's okay. Friends mess up sometimes. I never should've—" "Uh, make up later! This isn't over!" Rainbow Dash calls out as she points at the Staff, wildly out of control and shooting out wild thunderbolts everywhere that are destroying the ceiling and causing it to fall apart around them while some debris fell cuts Tempest off from them, making the group gasp in horror, but luckily everyone is okay.

Dan quickly activates the Omnitrix and rotates the dial until the Diamondhead icon shows up. "Okay, listen to me Omnitrix! I need Diamondhead for this! You hear me? Diamondhead! I don't want Stinkfly! I don't want Ripjaws! Diamondhead!" He yells at the alien watch as he slaps down the core. But instead of Diamondhead, Dan turns into something else as the others watch in shock.

* * *

Dan's skin turned all black as his clothes disappeared as he grew as tall as Upgrade. He gains some muscles while his arms became long. The front of his body and around his neck became green as his feet only grew 2 front toes. Just then, 4 gold, round plugs appear on his fingers as his canines became sharp with a bit of an underbite. He thrusts open his one single green eye as 2 antennae and a tail thrusted out from the back of his head and spine base respectively, both having the same plugs on the end of each. The final addition is the Omnitrix symbol appearing on his chest.

* * *

Twilight and the others gasp in shock at what they are seeing. Dan has turned into a brand new, never-before-seen alien! Dan looks at himself in confusion. "Who the heck is this guy!?" He questions as his new voice has an electric sound to it as well. "Is that… a new alien!? Twilight questions in awe as Dan taps one of his finger plugs in curiosity.

Just then, a stray lighting bolt fires out of the staff and heads straight towards Fluttershy. "FLUTTERSHY, LOOK OUT!" Everypony calls out in horror as Fluttershy froze in fear. Thinking quickly, Dan leaps in front of her and crosses his arms to try and block the bolt. Just then, as the bolt nears, Dan's new tail sudden stretches over his head and positions the plug in the way of the bolt.

The lighting then strikes the plug, but instead of shocking Dan, his tail started to absorb it as blue electricity travels from the plug to his body. Dan lowers his arms and widen his eye in shock at what he is seeing. "Whoa!" he said in shock as everyone else looks in amazement. Just then, 2 more bolts fired from the staff at him. But his antennae did the same thing and starts absorbing the lighting as well. He then pulls back the plugs just as he finished siphoning the dangerous thunderbolts.

As he looks in disbelief, Dan notice a feeling of power going down his arms. Looking at his hands, he is surprised to see the plugs crackling with blue electricity. He looks up to see 2 huge boulders heading towards him and the others. Dan holds out his hands to try to stop them when suddenly, 2 huge whitish blue streams of energy fires from his hands and blasts the rocks to dust. Dan looks in shock as did everyone else as he looks back at his still crackling hands.

"Whoa." He breathed out. "So that's what this form does." Cadance calls out, getting everyone's attention. "It has the ability to absorb energy and fire it right back!" she yells out to the amazement to the others. "Whoa! Awesome! Nice job, Dan!" Rainbow Dash exclaims, making him think how cool this alien is as he tries to figure out what to call this form when a certain word about comments on the internet hits his brain.

"Actually, it's not Dan in this form. Call me… FEEDBACK!" the newly named Feedback yells out as he made energy surges through his arms and antanues, making Rainbow Dash squeal at how awesome the name is while the others agree. "Does he always name his forms?" "Yep, it's part of the fun!" Spike answers Luna's question.

Just then, they turn their attentions turn towards the staff as it rages out of control. "I've gotta get control of it!" Twilight told the others as Pinkie yells back at her. "Go! You've got this, Twilight!" "No. We've got this. Together." Twilight said in determination, making everyone smile and nods at her. Applejack ties her lasso and her waist to a nearby rock that Feedback is holding on to.

Then everyone lines up in this order: Twilight, Celestia, Pinkie, Rainbow, Spike, Luna, Cadance, Rarity, Fluttershy, and Applejack. They all grabbed on to each other's back hooves/tails and flies up, making a Pony chain ladder to the staff. As Feedback watches, he hears a sound from behind him. Turning around, he widens his eye in shock at seeing the Storm King, pulling himself out of the rubble and starts crawling forward as he said with furious look on his face. "The staff belongs to me!"

"Guys, you got a monkey on your tails!" Feedback yells out to the other over the wind as his tail and antennae flaps in it. Twilight and Celestia looks back and gasps in shock on seeing the angry mad monkey king. The Storm King jumps and climbs up a pile of debris the leads to the staff too. The others continue to inch towards the staff as the Storm King keeps getting closer. Feedback looks around him, trying to find something that could help them.

Looking at his hand plugs as they spark a little electricity, he widens his eye in realization, remembering how Heatblast flies by propulsion and starts wondering if Feedback can do the same thing. "Miiiiiine! Mine!" He heard the Storm King shouted and looks back up to see Twilight and Storm King nearing the staff. Narrowing his eye, he decides to take a leap of faith and points hands down and fire his electricity, blasting off and starts flying to the both just as Twilight grabs the staff as the Storm King missed as he leaps and smashes through the window, swept away by his own storm. Feedback managed to reach Twilight and grabs hold of the staff as well, but Celestia lost her grab on Twilight, sending them both flying into the storm as they both scream.

"Twilight, Dan! NOOOOOOOOOO!" Celestia cries out as she reaches out to them as she and others looks in disbelief. Back on the ground, Tempest used her suit's strength to dig herself out and watches in wide eyed shock at what see had saw.

* * *

Inside the storm, Feedback let go of the staff by mistake and was being tossed and turned inside the twister. He then starts to grab and leap off of debris while blasting a few of them. His eye widen at seeing the Storm King and Twilight fighting over the Staff of Sacanas, both of them not giving an inch. "Give it to me, NOW!" "Never!" Feedback knew he had to do something.

Just then, he saw the staff's crystal shooting our lightning bolts. Thinking quickly, Feedback holds out his hands and starts absorbing some of the lighting, energizing him and making him narrow his eye in determination. He had finishing absorbing and starts focusing on the 2 bickering creatures. He decided to let the wind ride him up high. The Conductoid points his fingers behind him and fires, sending him flying towards them.

"I SAID,GIVE IT TO ME OR ELSE!" The Storm King yells out as he holds out his right hand high and unsheathed his claws. Twilight gasp in horror at seeing the sharp fingers, realizing this mad monkey plains on getting the staff, even if he had to draw blood to do it. The Storm King then brought down the claws with a mad look on his face as Twilight's eyes widen in horror at what could be her end.

"YYYAAAAAAAAYYYYYYYYY!" The Storm King looks up just to see... WHAM Everything want in slow motion as Feedback landed a huge electric charged uppercut on the baboon's chin as Twilight gasps and yells out. "DAN!" Time resumed as The Storm King let's go of the staff and was sent tumbling into the storm.

Feedback turns and quickly grabs holds of the Staff of Sacanas and gives Twilight a smile. "What can I say, I like leaving a shocking impression!" "Dan... thank you so much!" Twilight said with a smile. They both turns towards the staff commanded it to stop the storm, to which it fired out another lightning bolt at the winds, only for them to slow down.

Thinking quickly, Feedback quickly activates his propulsion and places Twilight behind his neck grab on to while wrapping his tail around the staff and keeping a firm grip on it. "Hang on, Twilight. We're about to head back!" Twilight smiles in response and wraps her front legs on his neck. Feedback then starts heading back towards the castle.

* * *

The winds started to die down as the group lowers to the ground and looks to see clouds slowing down, stopping the storm. As they all gathered around, they continue looking up at the eye of the storm, greatly saddened over the loss of their friends. Celestia starts sobbing and lowers her head as tears roll down her cheeks and onto the floor as Pinkie comforts her, as Celestia griefs over the lost of the pony that she loves like a daughter. She briefly looks up and see a bright blue light coming from the center of the clouds making her gasp and looks up in shock as the others did as well.

There was a shadow figure being propelled by 3 streams of lighting. As the figure descend from the light, it reveals to be… Feedback flying by his hand's lighting while holding the Staff of Sacanas wrapped around by his tail while Twilight holds her front hooves around his neck. "Twilight!" "Dan did it! Woooooo!" Celestia and Pinkie yells out as they others rush out of the balcony, happy that their friends are okay.

Feedback lands on the balcony as he looks at Twilight who looks up to him with a tired yet smiling face and said to him. "You're my hero." Feedback smirks in response and sets her down gently just as the Omnitrix times out and turns him back to human while holding the staff.

Just then, everyone gathered around Dan all group hug each other, surprising him at first but decide to roll with and smile with his eyes close to enjoy the moment. As they were still hugging, Tempest moves on top of a pile of debris and smiles at the sight before her. She then looks down in guilt, remembering what she had done to them and everyone else recently and walks off. As she takes a few steps away and looks back, she gasps in shock at seeing The Storm King, who survived and is holding himself above the railing, glaring at the group as he holds a stoning orb in his right claw, ready to throw at the gathered friends.

She turns and runs towards the group as the Storm King gets ready to toss it. the group opens their eyes to see Tempest, still clad in her Mechamorph armor, charging at them. Applejack, Rainbow Dash and Luna standing in front of the others, who are gasping in shock, with their guards as Dan quickly slaps the Omnitrix and turns into Snare-oh as the Storm King throws the orb.

"NO!" Tempest yells out as she leaps over the group and got hit by the orb. She then made another leap at Storm King, who is shocked at what she is doing, and pushed him with her claws, just as the green smoke from the orb affect them both and started to turn them into stone. The Storm King's statue then started to fall from the balcony to the courtyard, crashing and shattering to pieces thus, ending the mad king for good.

* * *

Back on the balcony, Tempest's statue is suspended in the air by a flow of magic from the staff and multiple wrappings from the alien mummy. They then pull her back and sets he down on her front gently, cutting off the stream and retracting the wrapping as Rainbow Dash said in disbelief as Snare-oh adds in. "Whoa! I can't believe she did that!" "Yeah, after all she has done to us!" Twilight and Celestia smiles and said to them. "We can." "Because, she is our friend!" The Staff then fire a beam of yellow and pink magic. The beam hits Tempest and unstones her, making her gasp and takes some heavy breaths as she stands back up and looks down on the others because of her new size.

"Now what?" Fluttershy questions as Snare-oh times out. She then looks at Rarity, who then looks Applejack who then did the same thing with the others, stopping Twilight who smiles at Tempest as she did the same thing. "Now… we fix everything." She answers as she walks into the throne room with Dan, Twilight and Celestia as the others follow in with them. As they had reached the symbol, which is surprising intact after what has happened, Twilight and Celestia hands Dan the staff. "We think you should do the honors." Twilight said as Dan smiles in response. He then steps in front of the hole and twirls the staff up high and then slams it down on the hole, crystal first.

A burst of rainbow magic starts spreading from the crystal to the floor, engulfing it in beautiful colors. The colors then reached the 4 princesses and one-by-one, regaining their magic. They all then hug together with Dan and Tempest watching from the side. As that was happening, all the debris and damage to the room was magically being repaired, as if none of it was ever damage, as the magic spears through the room. Dan then turns and looks out a window to Canterlot being repaired and restored as the magic starts spearing through out the city, while it's citizens starts coming out of hiding and watches in amazement. "Okay, girly as it looks. I got to admit, that looks pretty cool." Dan commits on the view. He turns back to the others to see them approaches him with smiles on their faces.

"Dan Tennyson. I would like to thank you from the bottom of my heart for saving Equestria. Your courage and determination allowed you to never give up, no matter how terrible things are. You even unlocked a new power, which you used to not only saved Canterlot, but also saved a pony that I loved like a daughter. You have indeed proved yourself to be worthy of the Omnitrix and to be called 'the hero of heroes'. It was our honor to meet you." Celestia said as she bows at him as the others do the same. "It's no problem, Tia! Especially for an awesome superhero like me." Dan brags as he flexes his right arm, making the others giggle and rolls their eyes in playfulness.

"You know, I was considering my whole 'let you keep my Omnitrix plan'. But after what you had did, Tennyson, I've changed my mind." Dan and the others look around to see where the new voice. Dan looks behind the others as Twilight and friends turns around and looks down to find Azmuth with his metal walking pole. "Azmuth!" Dan calls out as they others move to the side as he runs past and stops to pick up Azmuth and holds him up as he stands on his cupped palms.

"You found me!" He exclaims as he turns back to the others, who looks in surprise to see the creator of the Omnitrix before them. "Who is he? Luna questions as the 3 princesses were confused. "That's Azmuth, the smartest being in 3-5 galaxies in Dan's universe and the creator of the Omnitrix, Dan's alien watch!" Twilight squeals out as the Princesses were shocked by the latest info, excited to meet someone she worships just as much of Starswirl. "Thank you, Ms. Twilight." Azmuth looks back and thanks the princesses of friendship, who then gained a starstruck look at being thanked by the Azmuth.

"No thanks to you! This thing recently absorbed some foreign mana that's so powerful, I can pick up it's energy readings halfway across the multiverse!" Azmuth explains why he it here while tapping the back of the Omnitrix with his pole. "Wait! Absorbed foreign what?" Rarity questions as the she and the others stand by, confused at what he had said. "You all don't know the truth about magic? Umm… you'll all find out someday." Azmuth said making the others widens their eyes in shock about what he had said about magic.

"So, I came all the way here, to bring you back home and to defrag the Omnitrix of the energy. But what did I see when I came here? You somehow got involved with a giant tornado that would've destroyed this city and also wrecking this castle with my Invention! I've should've stayed back in my lab on Galvin Prime. Although, I am quite surprised that you managed to unlock the Conductoid DNA at your current age." Azmuth sighs out and mumbles as Dan looks embarrassed while the others giggle and laugh.

"Azmuth, it's not Dan's fault on destroying this town and the castle, it's me. I was so blinded with rage, power and obsession, I never realized what kind of damage I was causing." Tempest admits as she walks up to the others, looking down at her claws in shame as Twilight and others looks sad, feeling bad for her.

"Well, to tell you truth, I wasn't exactly a family person myself before I met Dan. I always let my inventions come before my people, even my own father. Speaking of inventions… I don't know how you got that suit, young lady. But I believe that Galvanic Mechamorph armor is my property." Azmuth said to Tempest as he presses a button on his pole, making a car alarm sound. Tempest then suddenly got engulfed as her suit became blob like and then collapses into a puddle which then formed a pony size orb. The orb then shrunk down to its original cube shape with Tempest in her normal form near it as she shakes her head a bit before looking up in surprise.

"Wait a minute! You mean that crazy armor that made Tempest eviler and more dangerous is yours!?" Pinkie questions in shock at what she and the others had heard. Dan responded back while Twilight questions something that is one her mind. "Duh! It's called a GALVANIC Mechamorph armor and his Species is the Galvan. Even I would've figure that connection out." "But wait! Why is this Mechamorph, a suit of armor while the one Dan turned into acts like a living creature?" "Young lady, you and your friends have a lot to learn about us aliens." Azmuth said to Twilight and the others.

Azmuth then hops off Dan's hands and walks over to Tempest. "I'm sorry for taking your armor." She apologized as she pushes the cub to him as he picks it up. "SO that's where this thing ended up. Wormholes: you can never trust'em. Nevertheless, no harm, no foul, but let this be a lesson for all of you: Never ever mess around with Mechamorph armor! All it does is pump up the wearer's aggressive levels, turning them into ether a single-minded weapon of destruction or a power-mad tyrant!" "Tell me about. I still feel the hits to prove them!" Dan commits crossed armed while the group nods.

"Now, let's go back to our universe, Daniel. Before somebody breaks something else." Azmuth said as he starts walking towards the exit. Dan stops him as he made a begging motion with his hands. "Uhh… Azmuth! Can we hold that thing off for a little while longer? There's this 'Friendship Festival' my friend, Twilight set up and I kind of want to go see it." Azmuth looks back at his request as the ponies all smiled, while nodding and then hangs his head, sighing out. "I should've know."


	17. Chapter 17

CH 17: Back home

"Fillies and gentlecolts, get ready for a little..." Spike announces as he stands in front of a DJ booth with sunglasses on and holding a microphone. Then, colorful spotlights shined on him and moves towards the front of the newly repaired stage, showing Songbird Serenade crouching with her wings in front of her head she then raised up as he retracts her wing as Spike announces her name as the gathered crowd cheers. "Songbird Serenade!"

Dan and the others, except for Tempest and Azmuth, stands in a divided part in the middle of the huge crowd. Clapping and cheering for the pop star. "Thank you all! But before we could celebrate the fact that we're all still here in one piece, I will now sing a special tune requested by the alien boy who saved me and everypony else from enslavement. This one goes out to all your new friends, Dan!" Songbird said as she points at wielder of the Omnitrix, who gives a thumb up and winks at her as the crowd cheers and applauds at him. "Hit it!" She turns and orders the DJ, who nods in response and places a special record that has the Omnitrix symbol in the middle of it.

A few rock guitar chords come out of the speakers. Just as the sound of heavy drumbeats is heard as the guitar picks up as well, Twilight quickly activates her magic making a huge green screen appear above the stage as shadow figures of Dan's aliens rotates through it as Songbird starts singing.

[Songbird Serenade]

 _It started when an alien device did what it did._

 _It stuck himself upon his's wrist with secrets that it hid._

 _Now he's got superpowers, he's no ordinary kid, he's Dan 10!_

 _DAN 10!_

 _So, if you see him, you might be in a big surprise!_

 _He'll turn into an alien before your very eyes!_

As Songbird sings that lyric, Dan got an idea and quickly slaps down on the Omnitrix and turns into Wildmutt, roaring while his friends and the crowd cheers in amazement as Fluttershy coos and gushes at him for her love of animals.

 _He's slimy, freaky, fast and strong!_

 _He's every shape and size! He's Dan 10!_

 _DAN 10!_

 _Armed with powers, he's on the case!_

 _Fighting off evil from earth or space!_

 _He'll never stop till he makes them pay!_

 _Cause he's the baddest kid to ever save the day!_

 _DAN 10!_

Just as Songbird counts to 10, Twilight made her magic replace the shadow figures with Dan's aliens in full color and action positions. She did the original aliens as the following order: Wildmutt, Four Arms, Grey Matter, XLR8, Upgrade, Diamondhead, Ripjaws, Stinkfly, Ghostfreak and Heatblast.

 _1, 2, 3!_

 _DAN 10!_

 _4, 5, 6!_

 _DAN 10!_

 _7, 8, 9!_

 _DAN 10!_

Songbird finishes, making the entire crowd roars in cheers at the new song as Wildmutt times out and his new friends congratulates him and complements at his theme song. "Thanks, guys. It helps being famous in your hometown in getting you own theme song. Nice job on the visual effects, Twilight!" Dan complements Twilight, who responded back as Celestia adds in. "Thanks Dan! I guess I really do have all the magic I needed all along." "Indeed, Twilight. Like I said before, you have all the magic and help you needed all this time." She smiles at her who smiles back as well.

"Okay, everyone! Now that I sung the special request, it's time for one of my own tunes!" Songbird announces and then turns around as the lights dimmed, making hard to see in the night. A new song plays from the speakers, this time. softer and more emotional. ( **Sia – Rainbow)** Songbird sings as she turns back around and walks forward, making Dan and the gang smile while some nods their heads as the human himself crosses his arms.

Just then, as the spotlight shines down on her, 6 backup dancers appear from behind her as a different color spotlight lights on each one as they dance up to the edges of the stage. 4 of them were girls that are yellow colored while 2 of them were boys that are blue colored. Each of them has Songbird's hairstyle and a copy of her pink bow, the girl wears them on their tails while the boys have them as bowties.

While they were performing, Rainbow Dash and Celaeno hoof and fist bumped with each other while Rarity gives Capper a black top hat with a matching cape, who loves it as the fashionista comments. "And perfection!" Pinkie and Skystar laughs together as they both hug. Just then, Skystar notice a couple of Hippogriff guards along with some of her people descending from the sky and joins the party. "Mom, Look!" She cries out as she points at the new guests. Novo approaches and hugs her daughter, who did the same thing back. "Well, looks like our subjects are finally coming out of hiding. Oh, by the way, you are still so grounded!" Novo chuckles as Skystar looks mortified.

Songbird then stands on top of a small wooden platform that is connected to a huger platform that raises up and has cloud designs on the top and bottom with hearts lighting up on the sides. Just then, a wave of Pegasi holding colorful streamers fly over the stage, giving the illusion of a rainbow to the crowd. Songbird then flaps her wings and starts gliding over the crowd. She briefly stops in front of Dan and Twilight and smiles at the alien boy and Ailcorn. Dan snaps his fingers and points at her while winking as Twilight smiles back. She then files off as both heroes watch her.

As they both turns around, they notice Tempest, standing out of everyone's sight while watching the show. She then turns towards the left side and walks a bit away. Tempest continues staring at the night sky as Twilight lands behind her with Dan walking up to her, scratching the back of his head in awkwardness. "You know, this is the first time I ever talk to a bad guy without insulting or taunting them. Usually, I just pummeled them into the dirt, sent them to jail or zap them into the Null Void. Uhh, no offense or anything." Dan add out, feeling a bit weird talking to someone who tried to destroy him. "None taken. You know, that's one thing that never changes around here. The party." Tempest said as she looks at the stars.

"Well, I hope you'll stay. More friends are definitely merrier." Twilight asks Tempest with a smile while the pony in question widens her eyes at what she has heard and looks down in thought. "But, um... my horn." She said as she looks in sadness at her missing piece. Dan smiles and walks and knees towards her while telling her. "Hey, you know, I once thought the Omnitrix made me special. But my Grandpa taught me that it's not the watch that made me special, it was myself. There were times that I saved a lot of people, my sister and grandpa when I wasn't alien. I always been a hero, even if I can't go hero. What I am saying Tempest, is that you are a unicorn, even you don't have the horn to show it. Trust me when I say this, Tempest. You got all the magic and specialness you ever needed right here all along." Dan said as he points at Tempest's chest, making her and Twilight smile and touched at his words of wisdom.

"I did tell you I wanted to show everypony in Equestria what I could do, right?" Tempest said as she walks a bit past them and charges her horn. She blasts it upward into the night sky, exploding into a bunch of colorful fireworks, making the show more amazing. Tempest and Twilight smiles at each other and both looks at Dan, who playful punches Tempest's shoulder and immediately rubs his right hand in pain, forgetting about her armor, making both girls laugh at him as he sheepish smiles back.

"Nice touch, Tempest" Pinkie complements as she stands up from the crowd. Tempest walks back with the others while telling Pinkie about her name, to which Dan questions in puzzlement "Actually, that's not my real name." "Wait, you mean all this time, It's actually a nickname?" Tempest nods and looks in confusion at Pinkie leaping close to her while the others joined up with her. "Oooh! What is it?!" "It's "Fizzlepop Berrytwist". The newly named Fizzlepop whispers into Pinkie's ears, which was also caught on by Dan as well. "Okay! That is the most awesome name ever!" Pinkie cried out after gasping as she hugs her. Dan snickers for a bit and said to the others. "Excuse me for a sec." Dan quickly slaps the Omnitrix and turns into XLR8, who dashed off straight out of Canterlot through it's gates and went very far away.

The others were puzzled at what he is doing or why did he zip off. Just then, they heard what sound like laughter from far, far away. The laughter died down after a few seconds and then XLR8 appears, speeding back through the gate and appearing next to the others as he turns back. "Okay, I'm good." He said, making the others look at him and just shrugs, deciding to forget about it.

* * *

Everyone kept partying and doing all sorts of great activities, even the Storm guards and Tempest's guards, whose names are Sam and Ralph, are joining in on the fun as they all wearing party hats. Dan was confused at the ponies forgiving them so early and easily, but decide to not questions things in this dimension. Rainbow Dash and Skystar were having a race through the air, just then, Heatblast shows up and smirks at them and then speeds up his propulsion, while Skystar and Rainbow Dash smirks and chases him. Later at the bounce house, Rarity bounces on it with a vanity mirror, making her admire herself. Ralph then bounces up in a cannonball form. Twilight, Fizzlepop and Dan bounces up as the alien kid holds his fist to the sides as both mares bumped them with their hoofs.

Grubber, who now has his hairs styled like a rainbow, is singing karaoke with his box-a-phone with Pinkie's pet gator gummy inside it, while Spike takes a bit out of he thought was a gemstone but turns out to be Celaeno's peg leg. She looks down playfully at the baby dragon and shakes him off it. Dan, as Eye Guy then meets up with Starlight Glimmer and her best friend Trixie, watching them set of fireworks from a giant cake as they celebrate while Eye guy blasts them in the air, making more beautiful explosion. The fireworks formed the Mane 6's cutie marks with Dan's Omnitrix symbol under them.

Later, as Fluttershy coordinates the bird choir with her pet bunny, Angel, Applejack and Lix were making tons of apple cider while Boyle and Mullet were drinking some. Celaeno gave Dan a Pirate captain hat and jacket that are both black with green outlines and His symbol on the front of the hat and the back of his jacket. Dan loves his gifts and thanks Celaeno, trying them on and sees that they fit. Princess Celestia and Queen Novo greets each other and talks, laughing a bit at some jokes told. Dan told a gathered crowd some of his adventures while turning into some of his aliens as Tempest tries to whack a Storm King piñata blindfolded while Grubber hoists the rope, she missed a few times and decided to just unblinded herself and blasts it, making candy fly everywhere.

Later, with a new song playing, everyone starts dancing to it, busting some moves on the dance floor as they watch. Dan also meets Discord, a friend to the others that is a creature that is a mismatched of different animal parts that make Dan thinks that he looks like something Animo would make. Dan was a bit weirded out by Twilight's dance, thinking that she has no sense of rhythm. the Storm King's statue, put back together by one of the guards, was placed on the dance floor but has some of his parts in the wrong places. When he taps the Statue, it falls apart again as Dan points and laughs. When it was his turn, he did some breakdancing moves that really wow the crowd and his friends. He spins to a stop as he lays on his side with his elbow propped up with his hand holding his head. His right leg was going over left leg which is bent and to the side. He winks, while snapping his fingers at his new friends, making the clap and applaud at him.

* * *

Later after the party, Dan, still clad in his pirate outfit, and Azmuth were back in the throne room with Twilight, who now has a new replacement crown, and the others were there to see him leave. Even Songbird decided to join up to say good-bye too. "Well Daniel, it's time to head home, back to our universe!" "Okay, Azmuth! Just let me say bye first." He then turns to the others and smiles as they all smile back. One by one, they all approached him and said good-bye before heading back into the crowd as he responded back to each farewell. When Twilight went up to him, she was shedding tears and flies up and hugs him, surprised by it, Dan decided to roll with it and hugs her back. "Who would've thought that one of my new best friends would be a pony princess?"

Dan jokes making Twilight smiles at him. "We're all going to miss you." 'Don't worry, Twi. The universe works in crazy ways. We might be doing this again sometime later." Dan reassures her as Songbird approaches as well and hugs him as well. Just then, to his surprise, Twilight and Songbird kissed both of his cheeks. "Okay, does anybody else thinks it's weird that I got kissed by couple of ponies?" Everyone laughs at his statement.

Dan then waves goodbye while everyone else did the same as he stands near Azmuth, who hold out a device and pushes a button, teleporting them in a flash of green light. "Till we meet again, Dan 10. My friend." Twilight said as she looks up to the new stain glass window above the 2 thrones. It has a pic of Dan holding up his Omnitrix as it shines a green light. On the top of it is his symbol with the number 10 in the middle of it. Around him is his aliens with Feedback, his newest addition, above him.

As Twilight and the others walks out to the balcony, they look out to the courtyard at the new statue of Dan with his fists on his hips as crowd of Ponies and Hippogriffs gathered around and looks up in awe. On the bottom of is a plaque that says: 'To the hero of heroes who saved Equestria and all who live in it from a coming storm: Dan 10.' Twilight and the others looks up at the beautiful blue sky, thinking about their new friend and how they will never forget him.

* * *

Back at the Tennyson household at dawn, Kate is reading her spell books on a chair in the living room as Max paces around the room as Carl and Sandra sits on the couch, all worried about Dan. "He's been gone for 7 whole hours; I'm getting worried about him!" "Us too, dad. But pacing around isn't going to bring him back." Carl reassures Max as Kate comments. "But we need to get serious. It's not like the answers are going to appear on our front door." Just as she says that, said door opens and closes with the sounds of footsteps walking through it, catching their attentions. "Hi everyone, sorry about coming back so late." Dan said as he walks into the room with Azmuth on his shoulder.

"DAN!" Everyone called out as they swarmed, and group hugged him. "Oh, my baby boy! You had me so worried!" "We were worried sick about you, son!" "What the heck happened to you?" "And what is up with the pirate outfit, dweeb?" Kate questions as she points at his current outfit. "Yea, it's a long and crazy story. But, I'm sorry. about skipping out on all off to go on another adventure. You were right Grandpa, it's not worth saving the cosmos if you lose your friends and family in the progress. I learned my lesson, thanks to some amazing new friends I made." Dan apologizes to his family making them smile at him at his maturating.

"It's okay, sport. We're just glad that you're okay and learned your lesson." "You'll probably forget it, but you learned it." Kate snarks as her brother smirks at her. Carl speaks up with Sandra adding in. "Well, son, it sound like these new friends of yours are quite the bunch. Hope to meet them one day." "And we were going to punish you for running away, but after what you have been through and learned is punishment enough."

"Well, Daniel, seeing how you're doing fine here, I best be on my way." Azmuth said as he hops off Dan's shoulder and walks a bit away. "Hey, aren't you going to thank me for saving an entire alternate world?" "You expect me to praise you for just stopping the destruction of a mere parallel world? Who has time for that kind nonsense?!" Azmuth snarks as he teleports back to Galvin prime, leaving Dan smirking and telling his family. "Same old Azmuth." "So, bro, what's this about 'saving an alternate dimension?'" Kate questions as Dan cross his arms and rolls his eyes upwards. "Like I said, it's a loooong story. You might think I'm crazy if I told you."


	18. Epilogue

Epilogue

"Imagine that you have the opportunity to travel to strange new worlds, and encounter alien lifeforms. Imagine leaving the world you know, embarking on a dangerous journey. From which you may never return… Sounds like science fiction, but that's must've been like to been like to be a crew member during the Age of Exploration." Dan, now back in his normal clothes, narrates to his history class as they all paid attention to him and his report. "So, ask yourselves this question: Will you choose to leave home, friends and family for the adventure of a lifetime?" Dan questions to the class, making them look at each other and think about what he had said to them. Dan smiles and said to them. "I know I would."

* * *

"But only during weekend trips and I'd still want some family by myself." Dan narrates as he smiles to himself while sitting the front passenger seat of the Rust Bucket as his sister stands near him with Max driving the RV down and desert road when suddenly… CRASH! A giant, mutated frog crashes down in front the RV's path, making it screech to a stop.

"You're going to wish you stayed home, Tennyson! Because I, Dr. Animo, have returned!" Animo yells out from top of his frog as he taps his new jar on his head that shows his brain with 2 antennae on top of it as he points his claw, like index finger that is attached to a long, black fingerless gloved hand that is part of his green lab coat. Dan and his family steps in fronts of the RV as the Frog roars. Dan looks at his magically charged sister and his rifle welding Grandpa and then back at the Omnitrix, activating it and starts rotating through his aliens.

* * *

Unbeknownst to all of them, they were being watched via a magical screen being projected by a crystal ball that sits on a crystal round table. Watching them is Twilight, her friends and Spike, the royal sisters, Cadance and her husband and Twilight's brother, Shining Armor, The Cutie Mark Crusaders and Starlight with her friend Sunburst along with Cadance and Armor's baby, Flurry Heart. They all watches in anticipation at Dan's upcoming battle through the ball that mysteriously shows up in the middle of the table. "This going be so awesome!" Rainbow Dash exclaims, getting responses of agreement alongside her. Dan stops on Feedback's icon and raises his hand up. "Good Luck, Dan." Twilight said to him as she and Celestia, who is sitting next to her both winks at the reader just as Dan slaps the dial down, engulfing the entire screen in green and then fade to black, ending this incredible adventure of how Dan 10 became Equestria's hero of heroes.


End file.
